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OF THE SECURITIES EXCHANGE ACT OF 1934
Southeast Airport Group | United Mexican States | |
(Translation of registrant’s name into English) | (Jurisdiction of incorporation or organization) |
05120 México, D.F.
Mexico
(Address of principal executive offices)
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
Bosque de Alisos No. 47A — 4th Floor
Bosques de las Lomas
05120 México, D.F.
México
Telephone: + 52 55 5284 0408
Fax: +52 55 5284 0454
and address of company contact person)
Title of each class: | Name of each exchange 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. |
Series BB Shares, without par value: 22,950,000
Large accelerated filerþ | Accelerated filero | Non-accelerated filero |
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Exhibit 8.1 | ||||||||
Exhibit 12.1 | ||||||||
Exhibit 12.2 | ||||||||
Exhibit 13.1 | ||||||||
Exhibit 15.1 |
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Item 1. | Identity of Directors, Senior Management and Advisers |
Item 2. | Offer Statistics and Expected Timetable |
Item 3. | Key Information |
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2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||||||
(thousands of constant Mexican | (thousands of | |||||||||||||||||||||||
pesos as of December 31, 2007)(1) | (thousands of nominal Mexican pesos)(1) | dollars) (2) | ||||||||||||||||||||||
Income statement data: | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Aeronautical services(3) | Ps. | 1,647,594 | Ps. | 1,890,950 | Ps. | 2,101,879 | Ps. | 2,042,647 | Ps. | 2,283,164 | $ | 186,327 | ||||||||||||
Non-aeronautical services(4) | 675,530 | 894,941 | 1,066,828 | 1,088,537 | 1,211,072 | 98,835 | ||||||||||||||||||
Construction services(13) | 741,236 | 60,492 | ||||||||||||||||||||||
Total revenues | 2,323,124 | 2,785,891 | 3,168,707 | 3,131,184 | 4,235,472 | 345,654 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Cost of services | (665,275 | ) | (743,642 | ) | (810,101 | ) | (788,562 | ) | (948,730 | ) | (77,425 | ) | ||||||||||||
Construction expenses | — | — | (741,236 | ) | (60,492 | ) | ||||||||||||||||||
General and administrative expenses | (101,156 | ) | (104,019 | ) | (114,159 | ) | (121,708 | ) | (164,506 | ) | (13,425 | ) | ||||||||||||
Technical assistance fee(5) | (73,707 | ) | (91,945 | ) | (104,485 | ) | (103,518 | ) | (110,712 | ) | (9,035 | ) | ||||||||||||
Government Concession fee(6) | (116,007 | ) | (139,294 | ) | (154,752 | ) | (150,559 | ) | (166,752 | ) | (13,608 | ) | ||||||||||||
Depreciation and amortization(13) | (506,124 | ) | (540,821 | ) | (601,513 | ) | (629,507 | ) | (379,210 | ) | (30,947 | ) | ||||||||||||
Net comprehensive financing | 15,786 | 15,144 | 174,272 | 20,156 | 26,619 | 2,172 | ||||||||||||||||||
Non-ordinary items(7) | (16,242 | ) | (2,385 | ) | (9,734 | ) | (15,384 | ) | (804 | ) | (66 | ) | ||||||||||||
Income before taxes(13) | 860,399 | 1,178,929 | 1,548,235 | 1,342,102 | 1,750,141 | 142,828 | ||||||||||||||||||
Provision for taxes | (312,432 | ) | (656,568 | ) | (498,766 | ) | (544,692 | ) | (474,998 | ) | (38,764 | ) | ||||||||||||
Net income | 547,967 | 522,361 | 1,049,469 | 797,410 | 1,275,143 | 104,064 | ||||||||||||||||||
Basic and diluted earnings per share(10) | 1.83 | 1.74 | 3.50 | 2.66 | 4.25 | 0.35 | ||||||||||||||||||
Basic and diluted earnings per ADS (unaudited)(8) | 18.27 | 17.41 | 34.98 | 26.58 | 42.50 | 3.47 | ||||||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Revenues | 2,319,110 | 2,771,216 | 3,174,893 | 3,137,370 | 3,500,409 | 285,666 | ||||||||||||||||||
Operating income | 862,234 | 1,253,490 | 1,587,205 | 1,543,809 | 1,668,879 | 136,196 | ||||||||||||||||||
Net income | 431,597 | 257,274 | 1,219,609 | 919,236 | 1,251,037 | 102,096 | ||||||||||||||||||
Basic and diluted earnings per share(10) | 1.44 | 0.86 | 4.07 | 3.06 | 4.17 | 0.34 | ||||||||||||||||||
Basic and diluted earnings per ADS (unaudited)(8) | 14.39 | 8.58 | 40.65 | 30.64 | 41.70 | 3.40 | ||||||||||||||||||
Dividends per share(9) | 0.73 | 0.77 | 2.00 | 6.28 | 2.50 | 0.20 | ||||||||||||||||||
Other Operating Data (Unaudited): | ||||||||||||||||||||||||
Total passengers (thousands of passengers) | 13,779.9 | 16,238.8 | 17,752.4 | 15,535.6 | 16,715.1 | |||||||||||||||||||
Total air traffic movements (thousands of movements) | 220.5 | 262.3 | 270.1 | 246.5 | 256.1 | |||||||||||||||||||
Total revenues per passenger (in pesos or dollars) | Ps. | 168.6 | Ps. | 171.6 | Ps. | 178.5 | Ps. | 201.5 | Ps. | 253.4 | $ | 20.7 |
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As of and for the year ended December 31, | ||||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||||||
�� | (thousands of constant Mexican | (thousands of | ||||||||||||||||||||||
pesos as of December 31, 2007)(1) | (thousands of nominal Mexican pesos)(1) | dollars) (2) | ||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Cash and cash equivalents | Ps. | 1,288,353 | Ps. | 1,925,697 | Ps. | 1,733,512 | Ps. | 961,404 | Ps. | 1,442,879 | $ | 117,752 | ||||||||||||
Total current assets | 1,702,364 | 2,415,241 | 2,793,941 | 2,083,163 | 2,669,488 | 217,855 | ||||||||||||||||||
Airport concessions, net(13) | 8,242,778 | 8,037,900 | 7,833,022 | 7,628,144 | 14,945,330 | 1,219,678 | ||||||||||||||||||
Rights to use airport facilities, net(13) | 2,246,711 | 2,189,975 | 2,123,865 | 2,057,476 | — | — | ||||||||||||||||||
Total assets | 15,503,054 | 16,676,081 | 17,374,594 | 16,695,708 | 18,213,915 | 1,486,426 | ||||||||||||||||||
Current liabilities | 254,564 | 317,002 | 621,570 | 399,482 | 496,660 | 40,532 | ||||||||||||||||||
Total liabilities | 1,199,766 | 2,170,554 | 2,419,598 | 2,838,013 | 3,418,458 | 278,978 | ||||||||||||||||||
Capital Stock | 12,799,204 | 12,799,204 | 12,799,204 | 12,799,204 | 12,799,204 | 1,044,535 | ||||||||||||||||||
Net equity/stockholders’ equity | 14,303,288 | 14,505,527 | 14,954,996 | 13,857,695 | 14,795,457 | 1,207,447 | ||||||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Cash and cash equivalents | 859,857 | 1,870,675 | 1,733,512 | 876,922 | 1,442,879 | 117,752 | ||||||||||||||||||
Total current assets | 1,727,121 | 2,542,644 | 2,927,037 | 2,125,101 | 2,493,686 | 203,508 | ||||||||||||||||||
Airport concessions, net | 30,916 | 22,376 | 13,776 | 5,237 | 0 | 0 | ||||||||||||||||||
Rights to use airport facilities | 1,717,356 | 1,671,325 | 1,615,667 | 1,560,081 | 1,510,751 | 123,291 | ||||||||||||||||||
Total assets | 8,273,993 | 8,579,690 | 9,709,366 | 8,907,632 | 9,765,130 | 796,926 | ||||||||||||||||||
Total liabilities | 266,370 | 546,042 | 1,056,109 | 1,219,139 | 1,575,600 | 128,584 | ||||||||||||||||||
Capital Stock | 6,989,281 | 6,989,281 | 6,989,281 | 6,989,281 | 6,989,281 | 570,391 | ||||||||||||||||||
Net equity/stockholders’ equity | 8,007,623 | 8,033,648 | 8,653,257 | 7,688,493 | 8,189,530 | 668,342 | ||||||||||||||||||
Statement of Changes in Financial Position:(11) | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Resources provided by operating activities | 1,070,404 | 1,622,626 | ||||||||||||||||||||||
Resources used in financing activities | (307,865 | ) | (320,122 | ) | ||||||||||||||||||||
Resources used in investing activities | (1,129,915 | ) | (665,160 | ) | ||||||||||||||||||||
Increase (decrease) in cash and marketable securities | (367,376 | ) | 637,344 | |||||||||||||||||||||
Cash Flow Data:(11) | ||||||||||||||||||||||||
Mexican NIF: | ||||||||||||||||||||||||
Cash flow provided by operating activities | 1,555,172 | 1,366,096 | 1,847,276 | 150,755 | ||||||||||||||||||||
Cash flow used in financing activities | (951,264 | ) | (1,529,675 | ) | (700,341 | ) | (57,154 | ) | ||||||||||||||||
Cash flow used in investing activities | (796,093 | ) | (608,529 | ) | (665,460 | ) | (54,308 | ) | ||||||||||||||||
(Decrease) Increase in cash and cash equivalents | (192,185 | ) | (722,108 | ) | 481,475 | 39,293 | ||||||||||||||||||
U.S. GAAP: | ||||||||||||||||||||||||
Cash flow provided by operating activities(12) | 993,150 | 1,637,468 | 1,343,587 | 1,243,102 | 1,697,926 | 138,567 | ||||||||||||||||||
Cash flow used in financing activities(12) | (218,582 | ) | (231,249 | ) | (600,000 | ) | (1,338,545 | ) | (404,621 | ) | (33,021 | ) | ||||||||||||
Cash flow used in investing activities | (1,028,787 | ) | (364,250 | ) | (880,750 | ) | (761,147 | ) | (727,348 | ) | (59,358 | ) | ||||||||||||
Effect of inflation on cash and cash equivalents | (45,157 | ) | (31,151 | ) | — | — | — | — | ||||||||||||||||
(Decrease) Increase in cash and cash equivalents | (299,376 | ) | 1,010,818 | (137,163 | ) | (856,590 | ) | 565,957 | 46,187 |
(1) | Except for operating data. Per share and per passenger peso amounts are expressed in pesos (not thousands of pesos). | |
(2) | Except for operating data. Translated into dollars at the rate of Ps. 12.2535 per U.S. dollar, the Federal Reserve Board exchange rate for Mexican pesos at January 3, 2011. Per share and per passenger 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. |
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(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 regulated revenues from the use of public domain assets pursuant to the terms of its concession. | |
(7) | Non-ordinary items refer to restructuring and contract termination fees, personnel restructuring costs, insurance claims and loss on natural disasters. On January 1, 2007, we adopted Mexican NIF B-3,“Statement of Income” which incorporates, among other things, a new approach to classifying income and expenses as ordinary and non-ordinary, eliminates special and extraordinary items and establishes employees’ profit sharing as an ordinary expense and not as tax. Accordingly, our selected data for 2006 and 2005 have been reclassified to conform to NIF B-3. | |
(8) | Based on the ratio of 10 Series B shares per ADS. | |
(9) | Income tax was payable on the dividends because the distribution was not made from our after-tax earnings account. | |
(10) | Shares outstanding for all periods presented were 300,000,000. | |
(11) | In 2008, we adopted Mexican NIF B-2 “Cash-Flow” which requires us to present a statement of cash flows in place of a statement of changes in financial position. The statement of cash flows classifies cash receipts and payments according to whether they stem from operating, investing or financing activities. | |
(12) | We have reclassified certain amounts in prior periods relating to tax on dividends from financing activities to operating activities. | |
(13) | In 2010 we adopted MexicanInterpretacion de Norma de Informacion Financiera17, orINIF 17, “Service Concession Contracts”, which provides that an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, we are required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. In addition, under INIF 17, all infrastructure to which an operator of a service concession is given access by the grantor of the concession service agreement and the upgrades to that infrastructure made by the operator are recognized as an intangible asset. These assets are amortized over the concession period. As a result, ASUR was required to reclassify all of its rights under fixed assets (including “Rights to use Airport Facilities, net” under “Airport Concessions, net” and to modify amortization rates in accordance with the remaining period of the concession, using the straight line method, for those fixed assets constructed or acquired in the past. Previously we amortized fixed assets based on the estimated remaining useful life of the particular asset. As a result of this reclassification, “Depreciation and amortization” decreased because of an extension in the useful life of fixed assets, and income taxes increased as a result of an increase in our asset base, which is a factor in the calculation of the IETU. |
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Exchange Rate | ||||||||||||||||
Year Ended December 31, | High | Low | Period End | Average(1) | ||||||||||||
2005 | 11.41 | 10.41 | 10.63 | 10.89 | ||||||||||||
2006 | 11.46 | 10.43 | 10.80 | 10.91 | ||||||||||||
2007 | 11.27 | 10.67 | 10.92 | 10.93 | ||||||||||||
2008 | 13.94 | 9.92 | 13.83 | 11.21 | ||||||||||||
2009 | 15.41 | 12.63 | 13.06 | 13.50 | ||||||||||||
2010 | 13.19 | 12.16 | 12.38 | 12.62 | ||||||||||||
December 2010 | 12.47 | 12.33 | 12.38 | 12.39 | ||||||||||||
2011 | ||||||||||||||||
January 2011 | 12.25 | 12.04 | 12.15 | 12.13 | ||||||||||||
February 2011 | 12.18 | 11.97 | 12.11 | 12.06 | ||||||||||||
March 2011 | 12.11 | 11.92 | 11.92 | 12.00 | ||||||||||||
April 2011 | 11.85 | 11.52 | 11.52 | 11.71 |
(1) | Average of month-end rates or daily rates, as applicable. | |
Source: | Federal Reserve Bank of New York noon buying rate (2005-2008); Federal Reserve Board H.10 Weekly Release (2009-2011). |
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• | projections of operating revenues, operating income, 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. |
Item 4. | Information on the Company |
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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 following the conversion described below), |
• | 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 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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Committed Investments | ||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||
Airport | 2009 | 2010 | 2011 | 2012 | 2013 | Totals | ||||||||||||||||||
(millions of constant pesos as of December 31, 2010)(1) | ||||||||||||||||||||||||
Cancún | Ps. | 604.2 | (2) | Ps. | 648.8 | (2) | Ps. | 440.7 | (2) | Ps. | 464.6 | (2) | Ps. | 347.3 | (2) | Ps. | 2,505.6 | (2) | ||||||
Cozumel | 18.2 | 43.7 | 14.7 | 35.0 | 10.6 | 122.2 | ||||||||||||||||||
Huatulco | 54.9 | 156.7 | 73.1 | 61.6 | 10.2 | 356.5 | ||||||||||||||||||
Mérida | 83.9 | 133.1 | 75.6 | 16.9 | 6.3 | 315.8 | ||||||||||||||||||
Minatitlán | 21.4 | 25.8 | 6.9 | 3.7 | 3.9 | 61.7 | ||||||||||||||||||
Oaxaca | 49.9 | 144.3 | 64.4 | 44.1 | 18.5 | 321.2 | ||||||||||||||||||
Tapachula | 7.9 | 5.9 | 4.9 | 2.6 | 41.2 | 62.5 | ||||||||||||||||||
Veracruz | 49.9 | 321.9 | 257.4 | 123.5 | 70.2 | 822.9 | ||||||||||||||||||
Villahermosa | 47.6 | 169.8 | 84.5 | 6.9 | 36.1 | 344.9 | ||||||||||||||||||
Total | Ps. | 937.9 | Ps. | 1,650.0 | Ps. | 1,022.2 | Ps. | 758.9 | Ps. | 544.3 | Ps. | 4,913.3 | ||||||||||||
(1) | Based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of Terminal 3 and the construction of the second runway at Cancún International Airport. As a result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction of our committed investments at Cancún International Airport for 2009 through 2013, of which approximately Ps. 211 million was allocated to each calendar year. The amounts reflected above are the total amount of committed investments, and do not include deductions for these amounts. |
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Committed Investments | Indicative Investments | |||||||||||
January 1, 2009 – | January 1, 2014 – | January 1, 2019 – | ||||||||||
Airport | December 31, 2013 | December 31, 2018 | December 31, 2023 | |||||||||
(millions of constant pesos as of December 31, 2010)(1) | ||||||||||||
Cancún | Ps. | 2,505.6 | (2) | Ps. | 1,253.5 | (2) | Ps. | 824.1 | ||||
Cozumel | 122.2 | 126.1 | 93.0 | |||||||||
Huatulco | 356.5 | 74.6 | 49.9 | |||||||||
Mérida | 315.8 | 130.3 | 85.6 | |||||||||
Minatitlán | 61.8 | 62.1 | 38.1 | |||||||||
Oaxaca | 321.2 | 69.7 | 88.3 | |||||||||
Tapachula | 62.5 | 43.6 | 21.3 | |||||||||
Veracruz | 823.0 | 141.7 | 176.6 | |||||||||
Villahermosa | 344.9 | 267.1 | 58.2 | |||||||||
Total | Ps. | 4,913.5 | Ps. | 2,168.7 | Ps. | 1,435.1 | ||||||
(1) | Based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of Terminal 3 and the construction of the second runway at Cancún International Airport. As a result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction of our committed investments at Cancún International Airport for 2009 through 2013, and Ps. 612.9 million to the satisfaction of our indicative investments for 2014 through 2018. The amounts reflected above are the total amount of committed and indicative investments, and do not include deductions for these amounts. |
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Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
(thousands of nominal pesos) | ||||||||||||
Revenues: | ||||||||||||
Aeronautical Services | Ps. | 2,101,879 | Ps. | 2,042,647 | Ps. | 2,283,164 | ||||||
Non-Aeronautical Services | 1,066,828 | 1,088,537 | 1,211,072 | |||||||||
Construction Services(1) | — | — | 741,236 | |||||||||
Total | Ps. | 3,168,707 | Ps. | 3,131,184 | Ps. | 4,235,472 | ||||||
(1) | In 2010 we adopted Mexican INIF 17, “Service Concession Contracts”, which provides that an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, we are required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. |
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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, |
• | 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)
Year Ended December 31, | ||||||||||||||||||||||||
Percentage of | ||||||||||||||||||||||||
Region | 2006 | 2007 | 2008 | 2009 | 2010 | Total 2010 | ||||||||||||||||||
Mexico(2) | 6,016 | 7,489 | 8,064 | 7,033 | 7,245 | 43.4 | % | |||||||||||||||||
United States | 5,301 | 6,038 | 6,526 | 5,816 | 6,197 | 37.1 | % | |||||||||||||||||
Canada | 851 | 1,003 | 1,268 | 1,307 | 1,545 | 9.2 | % | |||||||||||||||||
Europe | 1,354 | 1,363 | 1,474 | 1,038 | 1,202 | 7.2 | % | |||||||||||||||||
Latin America | 255 | 342 | 418 | 339 | 525 | 3.1 | % | |||||||||||||||||
Asia and others | 3 | 4 | 2 | 3 | 1 | 0.0 | % | |||||||||||||||||
Total | 13,780 | 16,239 | 17,752 | 15,536 | 16,715 | 100.0 | % | |||||||||||||||||
(1) | Figures exclude passengers in transit and private aviation passengers. | |
(2) | Figures include domestic flights taken by international passengers; in 2010, such flights accounted for 4.9% of all flights traveling within Mexico to our airports. |
(in thousands)
Year ended December 31, | ||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||
Passengers: | ||||||||||||||||||||
Total | 13,779.9 | 16,238.8 | 17,752.4 | 15,535.8 | 16,715.3 | |||||||||||||||
Air traffic movements:(1) | ||||||||||||||||||||
Total | 220.5 | 262.3 | 270.1 | 246.5 | 256.1 | |||||||||||||||
(1) | Includes landings and departures. Air traffic movement data include the Cancún charter terminal for all periods because ASUR earns landing fees from all landings regardless of the terminal used. |
(in thousands)
Year ended December 31, | ||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||
Cancún | 9,728.1 | 11,340.0 | 12,646.5 | 11,174.9 | 12,439.3 | |||||||||||||||
Mérida | 1,007.2 | 1,267.5 | 1,280.8 | 1,058.6 | 1,135.7 | |||||||||||||||
Cozumel | 370.7 | 511.1 | 525.4 | 435.7 | 438.8 | |||||||||||||||
Villahermosa | 725.0 | 853.8 | 959.0 | 766.4 | 728.8 | |||||||||||||||
Oaxaca | 495.6 | 514.1 | 594.4 | 523.1 | 446.7 | |||||||||||||||
Veracruz | 718.0 | 976.6 | 981.1 | 852.6 | 834.2 | |||||||||||||||
Huatulco | 375.3 | 375.9 | 366.0 | 388.1 | 385.6 | |||||||||||||||
Tapachula | 188.1 | 210.9 | 240.1 | 190.4 | 185.2 | |||||||||||||||
Minatitlán | 171.9 | 188.9 | 159.0 | 146.0 | 121.0 | |||||||||||||||
Total | 13,779.9 | 16,238.8 | 17,752.4 | 15,535.8 | 16,715.3 | |||||||||||||||
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Year ended December 31, | ||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||
Cancún | 97,228 | 114,067 | 121,397 | 110,937 | 119,826 | |||||||||||||||
Mérida | 27,610 | 34,686 | 33,207 | 28,551 | 30,838 | |||||||||||||||
Cozumel | 12,122 | 13,801 | 16,283 | 16,269 | 15,339 | |||||||||||||||
Villahermosa | 21,098 | 27,351 | 25,295 | 20,541 | 19,723 | |||||||||||||||
Oaxaca | 16,148 | 15,578 | 17,866 | 17,188 | 15,762 | |||||||||||||||
Veracruz | 24,905 | 32,308 | 31,243 | 30,708 | 32,849 | |||||||||||||||
Huatulco | 7,179 | 7,041 | 6,978 | 6,954 | 6,798 | |||||||||||||||
Tapachula | 6,621 | 7,441 | 9,765 | 8,431 | 7,993 | |||||||||||||||
Minatitlán | 7,625 | 9,999 | 8,050 | 6,910 | 6,994 | |||||||||||||||
Total | 220,536 | 262,272 | 270,084 | 246,489 | 256,122 | |||||||||||||||
(1) | Includes departures and landings. |
Year ended December 31, | ||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||
Commercial Aviation | 168,711 | 203,513 | 210,248 | 193,214 | 203,167 | |||||||||||||||
Charter Aviation | 17,747 | 19,958 | 17,341 | 13,421 | 10,517 | |||||||||||||||
General Aviation(1) | 34,078 | 38,801 | 42,495 | 39,854 | 42,438 | |||||||||||||||
Total | 220,536 | 262,272 | 270,084 | 246,489 | 256,122 | |||||||||||||||
(1) | General aviation generally consists of small private aircraft. |
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1. | Present a master development plan for the land (which we have already completed); |
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2. | Submit architectural plans for the development by May 15, 2009 (extended to May 15, 2012 by FONATUR); | ||
3. | Apply for the relevant environmental permits within 90 days of the submission of architectural plans; | ||
4. | Begin construction within 90 days of issuance of the environmental permits; and | ||
5. | Begin operations of the hotel within 975 days of beginning construction. |
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Percentage of ASUR Revenues | ||||||||||||
Year ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Customer | �� | |||||||||||
Aerovías Caribe, S.A. de C.V. (Click)(1) | 5.2 | % | 6.0 | % | 2.9 | % | ||||||
Continental Airlines, Inc. | 4.5 | % | 5.8 | % | 4.9 | % | ||||||
AMR Corp. (American Airlines) | 4.7 | % | 5.0 | % | 4.4 | % | ||||||
Compania Mexicana de Aviacion, S.A. de C.V. (Mexicana)(1) | 5.0 | % | 4.3 | % | 1.3 | % | ||||||
Aerovías de Mexico, S.A. de C.V. (Aeromexico) | 4.0 | % | 3.9 | % | 4.0 | % | ||||||
Aviation Support S.A. de C.V. | 2.9 | % | 3.2 | % | 3.1 | % | ||||||
Delta Air Lines, Inc. | 2.4 | % | 3.1 | % | 3.4 | % | ||||||
US Airways Group, Inc. | 3.0 | % | 3.1 | % | 2.8 | % | ||||||
Aviacion Comercial Especializada S.A. de C.V. | 2.0 | % | 2.4 | % | 1.7 | % | ||||||
Consorcio Aviaxsa, S.A. de C.V.(2) | 3.2 | % | 1.4 | % | 0.1 | % | ||||||
Air Canada | 0.9 | % | 1.0 | % | 0.9 | % | ||||||
Other | 62.2 | % | 60.8 | % | 70.5 | % | ||||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
(1) | Mexicana and Click ceased operations on August 28, 2010. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—Mexicana Operations Suspended”. | |
(2) | Aviaxsa was ordered to stop operating by the Mexican government on June 1, 2009. See “Item 5—Operating and Financial Review and Prospects—Recent Developments—AVIACSA Operations Suspended”. |
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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, |
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• | 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 |
• | 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 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, |
• | fifteen-year projections for air traffic demand (including passenger, cargo and operations), |
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• | 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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Committed Investments | ||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||
Airport | 2009 | 2010 | 2011 | 2012 | 2013 | Totals | ||||||||||||||||||
(millions of constant pesos as of December 31, 2010)(1) | ||||||||||||||||||||||||
Cancún | Ps. | 604.2 | (2) | Ps. | 648.8 | (2) | Ps. | 440.7 | (2) | Ps. | 464.6 | (2) | Ps. | 347.3 | (2) | Ps. | 2,505.6 | (2) | ||||||
Cozumel | 18.2 | 43.7 | 14.7 | 35.0 | 10.6 | 122.2 | ||||||||||||||||||
Huatulco | 54.9 | 156.7 | 73.1 | 61.6 | 10.2 | 356.5 | ||||||||||||||||||
Mérida | 83.9 | 133.1 | 75.6 | 16.9 | 6.3 | 315.8 | ||||||||||||||||||
Minatitlán | 21.4 | 25.8 | 6.9 | 3.7 | 3.9 | 61.7 | ||||||||||||||||||
Oaxaca | 49.9 | 144.3 | 64.4 | 44.1 | 18.5 | 321.2 | ||||||||||||||||||
Tapachula | 7.9 | 5.9 | 4.9 | 2.6 | 41.2 | 62.5 | ||||||||||||||||||
Veracruz | 49.9 | 321.9 | 257.4 | 123.5 | 70.2 | 822.9 | ||||||||||||||||||
Villahermosa | 47.6 | 169.8 | 84.5 | 6.9 | 36.1 | 344.9 | ||||||||||||||||||
Total | Ps. | 937.9 | Ps. | 1,650.0 | Ps. | 1,022.2 | Ps. | 758.9 | Ps. | 544.3 | Ps. | 4,913.3 | ||||||||||||
(1) | Based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of Terminal 3 and the construction of the second runway at Cancún airport. As a result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction of our committed investments at Cancún airport for 2009 through 2013, of which approximately Ps. 211 million was allocated to each calendar year. The amounts reflected above are the total amount of committed investments, and do not include deductions for these amounts. |
Committed Investments | Indicative Investments | |||||||||||
January 1, 2009 – | January 1, 2014 – | January 1, 2019 – | ||||||||||
Airport | December 31, 2013 | December 31, 2018 | December 31, 2023 | |||||||||
(millions of constant pesos as of December 31, 2010])(1) | ||||||||||||
Cancún | Ps. | 2,505.6 | (2) | Ps. | 1,253.5 | (2) | Ps. | 824.1 | ||||
Cozumel | 122.2 | 126.1 | 93.0 | |||||||||
Huatulco | 356.5 | 74.6 | 49.9 | |||||||||
Mérida | 315.8 | 130.3 | 85.6 | |||||||||
Minatitlán | 61.8 | 62.1 | 38.1 | |||||||||
Oaxaca | 321.2 | 69.7 | 88.3 | |||||||||
Tapachula | 62.5 | 43.6 | 21.3 | |||||||||
Veracruz | 823.0 | 141.7 | 176.6 | |||||||||
Villahermosa | 344.9 | 267.1 | 58.2 | |||||||||
Total | Ps. | 4,913.5 | Ps. | 2,168.7 | Ps. | 1,435.1 | ||||||
(1) | Based on the Mexican construction price index in accordance with the terms of our master development plan. | |
(2) | Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of Terminal 3 and the construction of the second runway at Cancún airport. As a result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction of our committed investments at Cancún airport for 2009 through 2013, and Ps. 612.9 million to the satisfaction of our indicative investments for 2014 through 2018. The amounts reflected above are the total amount of committed and indicative investments, and do not include deductions for these amounts. |
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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. |
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Maximum Rates(1)(2) | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | ||||||||||||||||
Cancún | Ps. | 142.70 | Ps. | 141.70 | Ps. | 140.71 | Ps. | 139.72 | Ps. | 138.74 | ||||||||||
Mérida | 133.13 | 132.20 | 131.26 | 130.34 | 129.44 | |||||||||||||||
Cozumel | 197.90 | 196.51 | 195.15 | 193.77 | 192.42 | |||||||||||||||
Villahermosa | 124.64 | 123.78 | 122.91 | 122.04 | 121.20 | |||||||||||||||
Oaxaca | 141.34 | 140.35 | 139.38 | 138.41 | 137.43 | |||||||||||||||
Veracruz | 119.31 | 118.46 | 117.64 | 116.81 | 116.00 | |||||||||||||||
Huatulco | 128.51 | 127.62 | 126.72 | 125.83 | 124.95 | |||||||||||||||
Tapachula | 262.14 | 260.32 | 258.49 | 256.68 | 254.90 | |||||||||||||||
Minatitlán | 228.25 | 226.65 | 225.06 | 223.49 | 221.92 |
(1) | Expressed in adjusted pesos as of December 31, 2010 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, 2013, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70%. |
• | Projections for the fifteen-year period of workload 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 twenty four 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 workload 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 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 workload 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. |
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• | if a person acquires 35% or more of the shares of a concession holder, |
• | 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. |
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• | 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, |
• | 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, |
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��� | 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 five 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 Cancún, S.A. de C.V. | 99.99 | % | ||
Aeropuerto de Cozumel, S.A. de C.V. (1) | 99.99 | % | ||
Aeropuerto de Mérida, 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 Minatitlán, S.A. de C.V. (5) | 99.99 | % | ||
Servicios Aeroportuarios del Sureste, S.A. de C.V. | 99.99 | % | ||
RH Asur, S.A. de C.V. | 99.99 | % |
(1) | As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has an 18.1% equity participation in this airport. | |
(2) | As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has a 24.2% equity participation in this airport. | |
(3) | As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has an 8.9% equity participation in this airport. | |
(4) | As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has a 30.0% equity participation in this airport. | |
(5) | As of October 2007, Aeropuerto de Cancún, S.A. de C.V., has a 23.4% equity participation in this airport. |
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Item 4A. | Unresolved Staff Comments |
Item 5. | Operating and Financial Review and Prospects |
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• | New category of revenues and cost. Under INIF 17, an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, the operator is required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. Revenues related to construction and upgrade services are presented in a new category of revenues called “Construction services” and expenses related to construction and upgrade services are presented in a new category of expenses called “Costs of construction.” |
• | Intangible assets and change in amortization rates. Under INIF 17, all infrastructure to which an operator of a service concession is given access by the grantor of the concession service agreement and the upgrades to that infrastructure made by the operator are recognized as an intangible asset. These assets are amortized over the concession period. As a result, we are required to include all fixed assets and subsequent capital expenditures under “Airport Concessions, net” and to modify amortization rates in accordance with the remaining period of the concession, using the straight line method for those fixed assets constructed or acquired in the past. Previously we amortized fixed assets based on the estimated remaining useful life of the particular asset. |
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Year ended December 31, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
(millions of pesos) | ||||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Regulated Revenues: | ||||||||||||||||||||||||
Airport Services(1) | 2,211.2 | 69.8 | % | 2,150.5 | 68.7 | % | 2,399.2 | 56.6 | % | |||||||||||||||
Non-regulated Revenues: | ||||||||||||||||||||||||
Access fees from non-permanent ground transportation | 14.7 | 0.5 | % | 15.1 | 0.5 | % | 17.0 | 0.4 | % | |||||||||||||||
Car parking and related access fees | 48.4 | 1.5 | % | 45.1 | 1.4 | % | 43.6 | 1.0 | % | |||||||||||||||
Other fees | 3.2 | 0.1 | % | 3.9 | 0.1 | % | 2.9 | 0.1 | % | |||||||||||||||
Commercial Services | 841.0 | 26.5 | % | 881.6 | 28.2 | % | 981.1 | 23.2 | % | |||||||||||||||
Other Services | 50.2 | 1.6 | % | 35.0 | 1.1 | % | 50.5 | 1.2 | % | |||||||||||||||
Other Revenues: | ||||||||||||||||||||||||
Construction Services(2) | — | — | — | — | 741.2 | 17.5 | % | |||||||||||||||||
Total | 3,168.7 | 100.0 | % | 3,131.2 | 100.0 | % | 4,235.5 | 100.0 | % | |||||||||||||||
(1) | Includes access fees charged to third parties providing complementary services in our airports, which are classified as non-aeronautical revenues for financial reporting purposes. | |
(2) | In 2010 we adopted MexicanInterpretación de Norma de Informacion Financiera17, orINIF 17, “Service Concession Contracts”, which provides that an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, we are required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. |
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Year ended December 31, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
(millions of pesos) | ||||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Aeronautical Revenue: | ||||||||||||||||||||||||
Passenger charges | 1,633.2 | 77.7 | % | 1,616.5 | 79.1 | % | 1,789.8 | 78.4 | % | |||||||||||||||
Landing charges | 140.5 | 6.7 | % | 124.6 | 6.1 | % | 152.6 | 6.7 | % | |||||||||||||||
Aircraft parking charges | 264.9 | 12.6 | % | 242.8 | 11.9 | % | 272.7 | 11.9 | % | |||||||||||||||
Airport security charges | 29.4 | 1.4 | % | 27.7 | 1.4 | % | 30.9 | 1.4 | % | |||||||||||||||
Passenger walkway charges | 33.9 | 1.6 | % | 31.0 | 1.5 | % | 37.2 | 1.6 | % | |||||||||||||||
Total Aeronautical Revenue | 2,101.9 | 100.0 | % | 2,042.6 | 100.0 | % | 2,283.2 | 100.0 | % | |||||||||||||||
Amount | Change(1) | Amount | Change(1) | Amount | Change(1) | |||||||||||||||||||
Other Information: | ||||||||||||||||||||||||
Total workload units(2) | 18.2 | 9.0 | % | 16.0 | (12.1 | %) | 17.3 | 8.1 | % | |||||||||||||||
Aeronautical revenue | 2,101.9 | 11.2 | % | 2,042.6 | (2.8 | %) | 2,283.2 | 11.8 | % | |||||||||||||||
Aeronautical revenue per workload unit(3) | 115.4 | 2.0 | % | 127.7 | 10.6 | % | 132.0 | 3.4 | % |
(1) | As compared to the previous year. | |
(2) | 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. | |
(3) | Aeronautical revenues per workload unit are expressed in pesos (not millions of pesos). |
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Year ended December 31, | ||||||||||||||||||||
% change | % change | |||||||||||||||||||
Airport | 2008 | 2009 | 2008-2009 | 2010 | 2009-2010 | |||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||
Cancún | 6,276.4 | 5,527.9 | (11.9 | %) | 6,117.6 | 10.7 | % | |||||||||||||
Mérida | 627.8 | 513.4 | (18.2 | %) | 552.8 | 7.7 | % | |||||||||||||
Villahermosa | 479.6 | 381.7 | (20.4 | %) | 363.1 | (4.9 | %) | |||||||||||||
Other | 1,437.8 | 1,258.3 | (12.5 | %) | 1,185.3 | (5.8 | %) | |||||||||||||
Total | 8,821.6 | 7,681.3 | (12.9 | %) | 8,218.8 | 7.0 | % | |||||||||||||
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Year ended December 31, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
(millions of nominal pesos) | ||||||||||||||||||||||||
Amount(1) | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Non-aeronautical Services: | ||||||||||||||||||||||||
Commercial | 841.2 | 78.9 | % | 884.6 | 81.3 | % | 985.8 | 81.4 | % | |||||||||||||||
Leasing of space | 824.8 | 77.3 | % | 867.9 | 79.7 | % | 967.4 | 79.9 | % | |||||||||||||||
Access fee | 14.7 | 1.4 | % | 15.1 | 1.4 | % | 17.0 | 1.4 | % | |||||||||||||||
Other | 1.7 | 0.2 | % | 1.6 | 0.1 | % | 1.4 | 0.1 | % | |||||||||||||||
Non Commercial | 225.6 | 21.1 | % | 204.0 | 18.7 | % | 225.3 | 18.6 | % | |||||||||||||||
Leasing of space | 61.8 | 5.8 | % | 65.8 | 6.0 | % | 67.5 | 5.6 | % | |||||||||||||||
Access fee | 82.6 | 7.7 | % | 75.9 | 7.0 | % | 77.2 | 6.4 | % | |||||||||||||||
Other | 81.2 | 7.6 | % | 62.3 | 5.7 | % | 80.6 | 6.7 | % | |||||||||||||||
Total Non-aeronautical Revenue | 1,066.8 | 100.0 | % | 1,088.6 | 100.0 | % | 1,211.1 | 100.0 | % | |||||||||||||||
Amount | Change(1) | Amount | Change(1) | Amount | Change(1) | |||||||||||||||||||
Other Information: | ||||||||||||||||||||||||
Total terminal passengers(2) | 17.8 | 9.9 | % | 15.5 | (12.9 | %) | 16.7 | 7.7 | % | |||||||||||||||
Change in non-aeronautical revenue | 171.9 | (19.2 | %) | 21.8 | 2.0 | % | 122.5 | 11.3 | % | |||||||||||||||
Non-aeronautical revenue per terminal passenger(3) | 59.9 | 8.5 | % | 70.2 | 17.2 | % | 72.5 | 3.3 | % |
(1) | As compared to previous year. | |
(2) | Excludes transit and general aviation passengers. | |
(3) | Revenue per passenger amounts are expressed in pesos (not millions of pesos). |
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Year ended December 31, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
(millions of pesos) | ||||||||||||||||||||||||
Amount | Change | Amount | Change | Amount | Change | |||||||||||||||||||
Commercial Revenues: | ||||||||||||||||||||||||
Duty-Free Shops | 244.3 | 35.0 | % | 251.9 | 3.1 | % | 273.5 | 8.6 | % | |||||||||||||||
Food and Beverage | 145.6 | 10.1 | % | 143.1 | (1.7 | %) | 160.1 | 11.9 | % | |||||||||||||||
Retail Stores | 250.8 | 23.5 | % | 269.6 | 7.5 | % | 302.8 | 12.3 | % | |||||||||||||||
Advertising Revenues | 64.5 | 21.7 | % | 57.5 | (10.9 | %) | 60.6 | 5.4 | % | |||||||||||||||
Parking Lots | 48.4 | 1.7 | % | 44.9 | (7.2 | %) | 43.6 | (2.9 | %) | |||||||||||||||
Car Rental Companies | 55.1 | 10.6 | % | 77.0 | 39.7 | % | 85.4 | 10.9 | % | |||||||||||||||
Banking and Currency Exchange services | 19.7 | 27.9 | % | 20.3 | 3.0 | % | 33.2 | 63.5 | % | |||||||||||||||
Teleservices | 8.6 | 10.3 | % | 8.4 | (2.3 | %) | 6.2 | (26.2 | %) | |||||||||||||||
Ground Transportation | 16.5 | 20.4 | % | 16.6 | 0.6 | % | 18.3 | 10.2 | % | |||||||||||||||
Other Services | 50.8 | 23.9 | % | 52.6 | 3.5 | % | 58.0 | 10.3 | % | |||||||||||||||
Total | 904.3 | 21.5 | % | 941.9 | 4.2 | % | 1,041.7 | 10.6 | % | |||||||||||||||
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Year ended December 31, | ||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||
(millions of pesos) | ||||||||||||||||||||
Amount | Amount | % Change | Amount | % Change | ||||||||||||||||
Operating Costs: | ||||||||||||||||||||
Cost of services: | ||||||||||||||||||||
Employee costs | 276.6 | 261.5 | (5.5 | %) | 253.2 | (3.2 | %) | |||||||||||||
Maintenance | 146.1 | 138.0 | (5.5 | %) | 146.2 | 5.9 | % | |||||||||||||
Safety, security and insurance | 111.3 | 109.2 | (1.9 | %) | 113.9 | 4.3 | % | |||||||||||||
Utilities | 98.0 | 72.3 | (26.2 | %) | 84.2 | 16.5 | % | |||||||||||||
Other | 178.1 | 207.6 | 16.6 | % | 351.2 | 69.2 | % | |||||||||||||
Total cost of services | 810.1 | 788.6 | (2.7 | %) | 948.7 | 20.3 | % | |||||||||||||
Costs of construction | — | — | — | 741.2 | 100.0 | % | ||||||||||||||
General and administrative expenses | 114.1 | 121.7 | 6.7 | % | 164.5 | 35.2 | % | |||||||||||||
Technical assistance fee | 104.5 | 103.5 | (1.0 | %) | 110.7 | 7.0 | % | |||||||||||||
Government concession fee | 154.8 | 150.6 | (2.7 | %) | 166.8 | 10.8 | % | |||||||||||||
Depreciation and amortization: | ||||||||||||||||||||
Depreciation(1) | 379.2 | 412.7 | 8.8 | % | 174.2 | (57.8 | %) | |||||||||||||
Amortization(2) | 222.3 | 216.8 | (2.5 | %) | 205.0 | (5.4 | %) | |||||||||||||
Total depreciation and amortization | 601.5 | 629.5 | 4.7 | % | 379.2 | (39.8 | %) | |||||||||||||
Total operating costs | 1,785.0 | 1,793.9 | 0.5 | % | 2,511.1 | 40.0 | % | |||||||||||||
Other Information: | ||||||||||||||||||||
Total workload units(3) | 18,208.4 | 15,993.4 | (12.2 | %) | 17,303.6 | 8.2 | % | |||||||||||||
Cost of services per workload unit(4) | 44.5 | 49.3 | 10.8 | % | 54.8 | 11.2 | % | |||||||||||||
Cost of services margin(5) | 25.6 | % | 24.9 | % | (2.7 | %) | 22.4 | % | (10.0 | %) |
(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 per workload unit are expressed in pesos (not millions of pesos). | |
(5) | Cost of services divided by total revenues, expressed as a percentage. |
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Year ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
(millions of pesos) | ||||||||||||
Current Income Tax | 408.5 | 88.2 | 447.9 | |||||||||
Deferred Income Tax | (59.0 | ) | 232.1 | (19.9 | ) | |||||||
Total Income Tax | 349.6 | 320.3 | 428.0 | |||||||||
Current IETU Tax | 78.2 | 126.1 | 5.0 | |||||||||
Deferred IETU Tax | 10.9 | 37.6 | 30.5 | |||||||||
Total IETU Tax | 89.1 | 163.7 | 35.5 | |||||||||
Current Asset Tax | 60.1 | 60.7 | 11.5 | |||||||||
Total Asset Tax | 60.1 | 60.7 | 11.5 | |||||||||
Total tax provisions | 498.7 | 544.7 | 475.0 | |||||||||
• | 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. |
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Year ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Depreciation (appreciation) of the Mexican Peso as compared to the U.S. dollar(1) | 26.7 | % | (5.5 | %) | (5.5 | %) | ||||||
Mexican inflation rate(2) | 6.5 | % | 3.6 | % | 4.4 | % | ||||||
U.S. inflation rate(3) | 0.1 | % | 2.7 | % | 1.5 | % | ||||||
Increase in Mexican gross domestic product(4) | 1.3 | % | (6.5 | %) | 5.5 | % |
(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. 13.8325 per U.S. dollar as of December 31, 2008, Ps. 13.0659 per U.S. dollar as of December 31, 2009 and Ps. 12.3496 per U.S. dollar as of December 31, 2010. | |
(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 92.2407 in 2008, 95.5370 in 2009 and 99.7421 in 2010. | |
(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 21, 2011. |
• | Depreciation and amortization expense.Until December 31, 2007, we restated our non-monetary assets to give effect to inflation. The restatement of these assets in periods of high inflation increased the carrying value of these assets in pesos, which in turn increased the related depreciation expense and risk of impairments. In 2008, we ceased recognizing the effects of inflation, and accordingly, the carrying value of the assets no longer increased; however, depreciation expense related to those restated assets was still being recognized during 2008 and will continue to be recognized going forward. |
• | Passenger charges.Passenger charges for international passengers are currently denominated in dollars, while passenger charges for domestic passengers are denominated in pesos. Therefore, our passenger charges, which are stated herein in pesos, will be affected by a depreciation or appreciation in the value of the peso as compared to the dollar. |
• | Comprehensive financing result.As required by Mexican NIF, our comprehensive financing reflects gains or losses from foreign exchange, and gains and losses from interest earned or expensed. As a result, it is impacted by both inflation and currency 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, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
Airport | Airport | Airport | ||||||||||||||||||||||
Operating | Per Workload | Operating | Per Workload | Operating | Per Workload | |||||||||||||||||||
Results | Unit(1) | Results | Unit(1) | Results | Unit(1) | |||||||||||||||||||
(millions of | (millions of | (millions of | ||||||||||||||||||||||
pesos) | (pesos) | pesos) | (pesos) | pesos) | (pesos) | |||||||||||||||||||
Cancún(2): | ||||||||||||||||||||||||
Revenues before solidarity agreement: | ||||||||||||||||||||||||
Aeronautical services | 1,551.8 | 120.9 | 1,495.2 | 131.7 | 1,689.2 | 133.0 | ||||||||||||||||||
Non-aeronautical services | 898.1 | 70.0 | 926.6 | 81.6 | 1,056.2 | 83.2 | ||||||||||||||||||
Construction services | — | — | — | — | 206.8 | 16.3 | ||||||||||||||||||
Total revenues before solidarity agreement | 2,449.9 | 190.9 | 2,421.8 | 213.3 | 2,952.2 | 232.5 | ||||||||||||||||||
Expenses before solidarity agreement | (1,965.3 | ) | (153.1 | ) | (1,271.3 | ) | (112.0 | ) | (1,432.2 | ) | (112.8 | ) | ||||||||||||
Net operating income before solidarity agreement | 484.6 | 37.8 | 1,150.5 | 101.3 | 1,520.0 | 119.7 | ||||||||||||||||||
Solidarity agreement revenues | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||
Solidarity agreement expenses | (128.4 | ) | (10.0 | ) | (117.4 | ) | (10.3 | ) | (207.9 | ) | (16.4 | ) | ||||||||||||
Net operating income after solidarity agreement | 356.2 | 27.8 | 1,033.1 | 91.0 | 1,312.1 | 103.3 | ||||||||||||||||||
Mérida: | ||||||||||||||||||||||||
Revenues before solidarity agreement: | ||||||||||||||||||||||||
Aeronautical services | 127.6 | 89.0 | 132.8 | 107.7 | 157.2 | 120.9 | ||||||||||||||||||
Non-aeronautical services | 51.0 | 35.6 | 49.3 | 40.0 | 46.7 | 35.9 | ||||||||||||||||||
Construction services | — | — | — | — | 138.8 | 106.8 | ||||||||||||||||||
Other(3) | 1.8 | 1.3 | 4.7 | 3.8 | — | — | ||||||||||||||||||
Total revenues before solidarity agreement | 180.4 | 125.9 | 186.8 | 151.5 | 342.7 | 263.6 | ||||||||||||||||||
Expenses before solidarity agreement | (167.8 | ) | (117.2 | ) | (151.6 | ) | (123.0 | ) | (302.5 | ) | (232.7 | ) | ||||||||||||
Net operating income before solidarity agreement | 12.6 | 8.7 | 35.2 | 28.5 | 40.2 | 30.9 | ||||||||||||||||||
Solidarity agreement revenues | 0.0 | 0.0 | 0.0 | 0.0 | 27.2 | 20.9 | ||||||||||||||||||
Solidarity agreement expenses | (10.1 | ) | (7.0 | ) | (9.3 | ) | (7.5 | ) | (5.8 | ) | (4.4 | ) | ||||||||||||
Net operating income after solidarity agreement | 2.5 | 1.7 | 25.9 | 21.0 | 61.6 | 47.4 | ||||||||||||||||||
Villahermosa: | ||||||||||||||||||||||||
Revenues before solidarity agreement: | ||||||||||||||||||||||||
Aeronautical services | 106.5 | 106.9 | 88.3 | 110.7 | 85.3 | 106.6 | ||||||||||||||||||
Non-aeronautical services | 33.4 | 33.5 | 31.0 | 38.8 | 29.6 | 37.0 | ||||||||||||||||||
Construction services | — | — | — | — | 129.8 | 162.3 | ||||||||||||||||||
Total revenues before solidarity agreement | 139.9 | 140.4 | 119.3 | 149.5 | 244.7 | 305.9 | ||||||||||||||||||
Expenses before solidarity agreement | (105.2 | ) | (105.6 | ) | (101.7 | ) | (127.4 | ) | (231.3 | ) | (289.1 | ) | ||||||||||||
Net operating income before solidarity agreement | 34.7 | 34.8 | 17.6 | 22.1 | 13.4 | 16.8 | ||||||||||||||||||
Solidarity agreement revenues | 0.0 | 0.0 | 0.0 | 0.0 | 17.2 | 21.5 | ||||||||||||||||||
Solidarity agreement expenses | (7.1 | ) | (7.1 | ) | (6.6 | ) | (8.3 | ) | (3.4 | ) | (4.3 | ) | ||||||||||||
Net operating income after solidarity agreement | 27.6 | 27.7 | 11.0 | 13.8 | 27.2 | 34.0 |
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Year Ended December 31, | ||||||||||||||||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
Airport | Airport | Airport | ||||||||||||||||||||||
Operating | Per Workload | Operating | Per Workload | Operating | Per Workload | |||||||||||||||||||
Results | Unit(1) | Results | Unit(1) | Results | Unit(1) | |||||||||||||||||||
(millions of | (millions of | (millions of | ||||||||||||||||||||||
pesos) | (pesos) | pesos) | (pesos) | pesos) | (pesos) | |||||||||||||||||||
Other Airports: (4) | ||||||||||||||||||||||||
Revenues before solidarity agreement: | ||||||||||||||||||||||||
Aeronautical services | 316.0 | 107.2 | 326.3 | 125.2 | 351.5 | 140.6 | ||||||||||||||||||
Non-aeronautical services | 84.3 | 28.6 | 81.7 | 31.3 | 78.6 | 31.5 | ||||||||||||||||||
Construction services | — | — | — | — | 265.8 | 106.3 | ||||||||||||||||||
Other(3) | 3.4 | 1.2 | 5.5 | 2.1 | 0.0 | 0.0 | ||||||||||||||||||
Total revenues before solidarity agreement | 403.7 | 136.9 | 413.5 | 158.6 | 695.9 | 278.4 | ||||||||||||||||||
Expenses before solidarity agreement | (410.0 | ) | (139.1 | ) | (400.8 | ) | (153.8 | ) | (659.7 | ) | (263.9 | ) | ||||||||||||
Net operating income (loss) before solidarity agreement | (6.3 | ) | (2.1 | ) | 12.7 | 4.8 | 36.2 | 14.5 | ||||||||||||||||
Solidarity agreement revenues | 11.5 | 3.9 | 72.4 | 27.8 | 83.0 | 33.2 | ||||||||||||||||||
Solidarity agreement expenses | (16.5 | ) | (5.6 | ) | (15.5 | ) | (5.9 | ) | (16.2 | ) | (6.5 | ) | ||||||||||||
Net operating (loss) income after solidarity agreement | (11.3 | ) | (3.8 | ) | 69.6 | 26.7 | 103.0 | 41.2 | ||||||||||||||||
Holding & Service Companies:(5) | ||||||||||||||||||||||||
Revenues before solidarity agreement: | ||||||||||||||||||||||||
Other(3) | 1,398.1 | N.A. | 653.1 | N.A. | 690.4 | N.A. | ||||||||||||||||||
Total revenues before solidarity agreement | 1,398.1 | N.A. | 653.1 | N.A. | 690.4 | N.A. | ||||||||||||||||||
Expenses before solidarity agreement | (540.0 | ) | N.A. | (531.8 | ) | N.A. | (575.7 | ) | N.A. | |||||||||||||||
Net operating income before solidarity agreement | 858.1 | N.A. | 121.3 | N.A. | 114.7 | N.A. | ||||||||||||||||||
Solidarity agreement revenues | 162.1 | N.A. | 148.8 | N.A. | 233.3 | N.A. | ||||||||||||||||||
Solidarity agreement expenses | (11.5 | ) | N.A. | (72.4 | ) | N.A. | (127.5 | ) | N.A. | |||||||||||||||
Net operating income after solidarity agreement | 1,008.7 | N.A. | 197.7 | N.A. | 220.5 | N.A. | ||||||||||||||||||
Consolidation Adjustment(6): | ||||||||||||||||||||||||
Total Revenues | (1,576.9 | ) | N.A. | (884.5 | ) | N.A. | (1,051.1 | ) | N.A. | |||||||||||||||
Expenses | 1,576.9 | N.A. | 884.5 | N.A. | 1,051.1 | N.A. | ||||||||||||||||||
Total: | ||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Aeronautical services | 2,101.9 | 115.4 | 2,042.6 | 127.7 | 2,283.2 | 132.0 | ||||||||||||||||||
Non-aeronautical services | 1,066.8 | 58.6 | 1,088.6 | 68.1 | 1,211.1 | 70.0 | ||||||||||||||||||
Construction services | — | — | — | — | 741.2 | 42.8 | ||||||||||||||||||
Total revenues | 3,168.7 | 174.0 | 3,131.2 | 195.8 | 4,235.5 | 244.8 | ||||||||||||||||||
Expenses | (1,785.0 | ) | (98.0 | ) | (1,793.9 | ) | (112.2 | ) | (2,511.1 | ) | (145.1 | ) | ||||||||||||
Net operating income | 1,383.7 | 76.0 | 1,337.3 | 83.6 | 1,724.4 | 99.7 |
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(1) | 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) | Reflects the results of operations of our Cancun airport and two Cancun airport services subsidiaries on a consolidated basis. | |
(3) | Reflects revenues under intercompany agreements (other than the solidarity agreement) which are eliminated in the consolidation adjustment. | |
(4) | Reflects the results of operations of our airports located in Veracruz, Minatitlán, Oaxaca, Huatulco, Tapachula and Cozumel. | |
(5) | Reflects the results of operations of our parent holding company and our services subsidiaries. Because none of these entities hold the concessions for our airports, we do not report workload unit data for these entities. | |
(6) | The consolidation adjustment affects our consolidated net income by eliminating both revenues and expenses from intercompany transactions from all segments. The consolidation adjustment does not affect net income. |
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Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
(thousands of nominal pesos) | ||||||||||||
Revenues: | ||||||||||||
Aeronautical services | Ps. | 2,101,879 | Ps. | 2,042,647 | Ps. | 2,283,164 | ||||||
Non-aeronautical services | 1,066,828 | 1,088,537 | 1,211,072 | |||||||||
Construction services | — | — | 741,236 | |||||||||
Total revenues | 3,168,707 | 3,131,184 | 4,235,472 | |||||||||
Operating Expenses: | ||||||||||||
Cost of services | (810,101 | ) | (788,562 | ) | (948,730 | ) | ||||||
General and administrative expenses | (114,159 | ) | (121,708 | ) | (164,506 | ) | ||||||
Costs of construction | — | — | (741,236 | ) | ||||||||
Technical assistance fee(1) | (104,485 | ) | (103,518 | ) | (110,712 | ) | ||||||
Government concession fee(2) | (154,752 | ) | (150,559 | ) | (166,752 | ) | ||||||
Depreciation and amortization | (601,513 | ) | (629,507 | ) | (379,210 | ) | ||||||
Total operating expenses | (1,785,010 | ) | (1,793,854 | ) | (2,511,146 | ) | ||||||
Net operating income | 1,383,697 | 1,337,330 | 1,724,326 | |||||||||
Comprehensive Financing Result: | ||||||||||||
Interest income, net | 137,454 | 43,841 | 14,570 | |||||||||
Exchange gains (losses), net | 36,818 | (21,122 | ) | 12,749 | ||||||||
Loss from valuation effects on derivative instruments | — | (2,563 | ) | (700 | ) | |||||||
Net comprehensive financing income | 174,272 | 20,156 | 26,619 | |||||||||
Non ordinary items(3) | (9,734 | ) | (15,384 | ) | (804 | ) | ||||||
Income before taxes | 1,548,235 | 1,342,102 | 1,750,141 | |||||||||
Provisions for taxes | (498,766 | ) | (544,692 | ) | (474,998 | ) | ||||||
Net income | 1,049,469 | 797,410 | 1,275,143 | |||||||||
Other Operating Data (Unaudited): | ||||||||||||
Operating margin(4) | 43.7 | % | 42.7 | % | 40.7 | % | ||||||
Net margin(5) | 33.1 | % | 25.5 | % | 30.1 | % |
(1) | We are required to pay ITA a technical assistance fee based on the technical assistance agreement. This fee is described in “—Operating Costs —Technical Assistance Fee and Government Concession Fee”. | |
(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 regulated revenues from the use of public domain assets pursuant to the terms of its concession. This fee is described in “—Operating Costs —Technical Assistance Fee and Government Concession Fee”. | |
(3) | Non-ordinary items refers to restructuring and contract termination fees. | |
(4) | Operating income divided by total revenues, expressed as a percentage. | |
(5) | Net income divided by total revenues, expressed as a percentage. |
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Counterparty | Fair Value(1)(2) | Nominal Amount(1) | Expiration | Fixed Rate | ||||||||||||
Banco Santander, S.A. | Ps. | 1.40 | Ps. | 250.00 | May 2012 | 6.37 | % | |||||||||
BBVA Bancomer, S.A. | 1.40 | 250.00 | May 2012 | 6.33 | % | |||||||||||
BBVA Bancomer, S.A. | .46 | 100.00 | May 2012 | 6.21 | % | |||||||||||
Total | ||||||||||||||||
3.26 | 600.00 | |||||||||||||||
(1) | Millions of pesos | |
(2) | As of December 31, 2010 |
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Year ended December 31, | (thousands of pesos) | |||
2008 | 935,772 | |||
2009 | 676,665 | |||
2010 | 719,904 |
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Payments due by period | ||||||||||||||||||||
(millions of nominal pesos) | ||||||||||||||||||||
Less than 1 | More than 5 | |||||||||||||||||||
Contractual Obligations | Total | year | 1-3 years | 3-5 years | years | |||||||||||||||
Master Development Plans(1) | 5,495.5 | 1,022.2 | 1,303.2 | 867.5 | 2,302.6 | |||||||||||||||
Technical Assistance Agreement(2) | 149.4 | 24.6 | 62.4 | 62.4 | — | |||||||||||||||
Bank Loans | 890.6 | 243.1 | 647.5 | — | — | |||||||||||||||
Operating Lease | 3.1 | 0.6 | 1.0 | 0.9 | 0.6 | |||||||||||||||
Concession Fees(3) | — | — | — | — | — | |||||||||||||||
Swaps(4) | 3.3 | — | 3.3 | — | — | |||||||||||||||
Total | 6,541.9 | 1,290.5 | 2,017.4 | 930.8 | 2,303.2 | |||||||||||||||
(1) | As of December 31, 2010, based on the Mexican Construction Price Index. The master development plans, which contain the investment commitments for our airports have been approved for each year through December 31, 2013. The plans also contain indicative investments for calendar years 2014 through 2023, but these amounts are not binding on us. | |
(2) | 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 U.S.$2.0 million adjusted annually for inflation against the U.S. consumer price index (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). | |
(3) | Actual amount to be paid in any year is 5% of gross annual revenues. | |
(4) | Actual amount to be paid in any year varies with changes in interest rates. |
Item 6. | Directors, Senior Management and Employees |
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Name | Title | Director Since | ||||
Fernando Chico Pardo(1) | Director and Chairman (also Chief Executive Officer) | April 28, 2005 | ||||
Ricardo Guajardo Touché(3) | Director | February 28, 2001 | ||||
Francisco Garza Zambrano(3) | Director | February 28, 2001 | ||||
Guillermo Ortiz Martínez(3) | Director | April 26, 2010 | ||||
Roberto Servitje Sendra(3) | Director | April 25, 2008 | ||||
Luis Chico Pardo(2)(4) | Director | April 25, 2008 | ||||
Rasmus Christiansen(3)(5) | Director | April 27, 2007 |
(1) | Elected by ITA as holder of Series BB shares, with Federico Chávez Peón Mijares as Alternate. | |
(2) | Elected by ITA as holder of Series BB shares, with Gabriel Mizrahi Zonana as Alternate. | |
(3) | Independent Director. | |
(4) | On April 27, 2011, our stockholders approved the election of Luis Chico Pardo as a director representing the Series BB Shares. | |
(5) | On April 27, 2011, our stockholders approved the resignation of Rasmus Christiansen as a director representing the Series BB Shares and approved his election as an Independent Director. |
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Name | Principal Occupation | Executive Officer since | ||||
Fernando Chico Pardo* | Chief Executive Officer | January 19, 2007 | ||||
Adolfo Castro Rivas* | Director of Finance (Chief Financial Officer) | January 24, 2000 | ||||
Carlos Trueba Coll | Director of Cancún Airport | March 1, 2010 | ||||
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 | ||||
Agustín Arrelano Rodríguez | Director of Infrastructure and Regulation | February 1, 2010 |
* | Appointed by ITA, as holder of Series BB shares. |
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As of December 31, | As of December 31, | As of December 31, | ||||||||||
2008 | 2009 | 2010 | ||||||||||
Administrative Employees(1) | ||||||||||||
Servicios Aeroportuarios del Sureste, S.A. de C.V. | 73 | 122 | 131 | |||||||||
Cancún Airport | 213 | 158 | 189 | |||||||||
Cozumel Airport | 25 | 25 | 26 | |||||||||
Huatulco Airport | 19 | 20 | 19 | |||||||||
Mérida Airport | 48 | 48 | 48 | |||||||||
Minatitlán Airport | 19 | 19 | 19 | |||||||||
Oaxaca Airport | 23 | 21 | 22 | |||||||||
Tapachula Airport | 24 | 23 | 23 | |||||||||
Veracruz Airport | 27 | 27 | 30 | |||||||||
Villahermosa Airport | 28 | 28 | 28 | |||||||||
Total Administrative Employees | 499 | 491 | 535 | |||||||||
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As of December 31, | As of December 31, | As of December 31, | ||||||||||
2008 | 2009 | 2010 | ||||||||||
Unionized Employees(2) | ||||||||||||
Cancún Airport | 121 | 120 | 122 | |||||||||
Cozumel Airport | 35 | 36 | 35 | |||||||||
Huatulco Airport | 19 | 20 | 20 | |||||||||
Mérida Airport | 45 | 45 | 45 | |||||||||
Minatitlán Airport | 16 | 16 | 16 | |||||||||
Oaxaca Airport | 22 | 22 | 22 | |||||||||
Tapachula Airport | 24 | 24 | 24 | |||||||||
Veracruz Airport | 27 | 27 | 27 | |||||||||
Villahermosa Airport | 29 | 29 | 29 | |||||||||
Total Union Employees | 338 | 339 | 340 | |||||||||
(1) | In April 2008, we transferred all of the non-unionized administrative employees employed by our airport operating subsidiaries to Servicios Aeroportuarios del Sureste, S.A. de C.V., a wholly-owned subsidiary. | |
(2) | In April 2008, we transferred all of our unionized personnel from our airport operating subsidiaries to RH Asur, S.A. de C.V., a wholly-owned subsidiary. |
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Item 7. | Major Shareholders and Related Party Transactions |
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Percentage of total | ||||||||||||||||
Number of Shares | share capital | |||||||||||||||
Identity of stockholder | B Shares | BB Shares | B Shares | BB Shares | ||||||||||||
Agrupación Aeroportuaria Internacional II, S.A. de C.V.(1)(2)(4) | 53,442,587 | — | 17.81 | % | — | |||||||||||
ITA, through Bancomext(1)(2)(3)(4) | — | 22,950,000 | — | 7.65 | % | |||||||||||
Servicios de Estrategia Patrimonial, S.A. de C.V.(1)(2)(3)(4)(5) | 22,050,000 | — | 7.35 | % | — | |||||||||||
Aberdeen Asset Management(1)(6) | 79,660,340 | — | 26.56 | % | — | |||||||||||
Other Public(1) | 121,897,073 | — | 40.63 | % | — |
(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) 100% of ITA, (b) 100% of Servicios de Estrategia Patrimonial, S.A. de C.V. (formerly known as, Agrupación Aeroportuaria Internacional, S.A. de C.V.), and (c)100% of Agrupación Aeroportuaria Internacional II, S.A. de C.V. | |
(3) | On 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. | |
(4) | On July 25, 2007, ITA, as beneficiary of the trust created under Trust Agreement dated December 18, 1998 and holder of 45,000,000 Series BB shares, instructed Bancomext to release from the trust and physically deliver to Agrupación Aeroportuaria Internacional, S.A. de C.V. (following a name change, now known as Servicios de Estrategia Patrimonial, S.A. de C.V.) 22,050,000 Series B shares. | |
(5) | Based on information contained in public reports, from June 2, 2008 until July 3, 2008, Agrupación Aeroportuaria Internacional II, S.A. de C.V., a company indirectly controlled and owned by Fernando Chico Pardo purchased 2,973,052 Series “B” shares, which represent 0.99% of our outstanding capital stock. | |
(6) | Composed of 7,966,034 ADSs. Based on information contained in public reports, Aberdeen Asset Management has the sole power to vote or direct the vote of 6,258,316 ADSs (representing 62,583,160 Series “B” shares) and has the sole power to dispose or direct the disposition of 1,707,718 ADSs (representing 17,077,180 Series “B” shares). |
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Year Ended December 31, | ||||||||
2009 | 2010 | |||||||
(millions of nominal pesos) | ||||||||
Accounts Receivable: | ||||||||
Compañía Méxicana de Aviación, S. A. de C. V.(1)(3) | Ps. | 37.0 | Ps. | 25.6 | ||||
Accounts Payable: | ||||||||
Inversiones y Técnicas Aeroportuarias, S. A. de C. V.(2) | (23.54 | ) | (25.5 | ) | ||||
Promecap, S. C.(1) | (0.5 | ) | (0.5 | ) | ||||
Lava Tap de Chiapas, S. A. de C. V.(1) | (0.3 | ) | (0.3 | ) | ||||
Telefonos de México, S. A. de C. V.(1) | (0.0 | ) | (0.1 | ) | ||||
Total Accounts Payable | (24.34 | ) | (26.4 | ) | ||||
Net Receivable | Ps. | 12.7 | Ps. | (0.8 | ) | |||
(1) | Affiliate of key management personnel | |
(2) | Shareholder | |
(3) | In August 2010, Compañía Méxicana de Aviación, S. A. de C. V. filed forconcurso mercantilin Mexico and bankruptcy protection in the U.S. The amounts are net of a provision of Ps. 128 million in 2010. There was no such provision set aside in 2009. As of December 31, 2010, Grupo Mexicana was no longer a Related Party of ASUR. |
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
(millions of nominal pesos) | ||||||||||||
Revenues from airport services | Ps. | 159.0 | Ps. | 133.1 | Ps. | 53.9 | ||||||
Technical assistance | (104.5 | ) | (103.5 | ) | (110.7 | ) | ||||||
Administrative services | (5.2 | ) | (6.4 | ) | (5.8 | ) | ||||||
Leases | (2.7 | ) | (3.2 | ) | (3.0 | ) | ||||||
Telephone services and network connections | (7.0 | ) | (3.8 | ) | (4.3 | ) | ||||||
Cleaning services | (10.2 | ) | (9.7 | ) | (10.1 | ) | ||||||
Investment (transport equipment) | — | (6.4 | ) | (0.2 | ) | |||||||
Others | (4.4 | ) | (2.5 | ) | (2.7 | ) |
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Item 8. | Financial Information |
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Item 9. | The Offer and Listing |
U.S.$ per ADR(1) | Pesos per Series B Share | |||||||||||||||
Years ended December 31, | Low | High | Low | High | ||||||||||||
2006 | 28.93 | 45.16 | 29.00 | 49.29 | ||||||||||||
2007 | 41.07 | 62.79 | 54.19 | 67.17 | ||||||||||||
2008 | 24.96 | 63.54 | 33.75 | 68.30 | ||||||||||||
2009 | ||||||||||||||||
First Quarter | 24.55 | 42.14 | 36.11 | 55.94 | ||||||||||||
Second Quarter | 27.00 | 40.99 | 37.96 | 53.90 | ||||||||||||
Third Quarter | 35.22 | 45.50 | 47.69 | 59.40 | ||||||||||||
Fourth Quarter | 40.66 | 56.27 | 53.75 | 75.00 | ||||||||||||
2010 | ||||||||||||||||
First Quarter | 47.16 | 57.33 | 62.3 | 73.15 | ||||||||||||
Second Quarter | 45.54 | 58.07 | 59.01 | 70.40 | ||||||||||||
Third Quarter | 41.53 | 54.36 | 54.75 | 68.92 | ||||||||||||
Fourth Quarter | 46.85 | 56.45 | 58.30 | 69.99 |
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U.S.$ per ADR(1) | Pesos per Series B Share | |||||||||||||||
Low | High | Low | High | |||||||||||||
Monthly Prices | ||||||||||||||||
December 2010 | 52.71 | 56.45 | 65.37 | 69.99 | ||||||||||||
January 2011 | 51.87 | 59.12 | 63.31 | 72.14 | ||||||||||||
February 2011 | 52.03 | 55.25 | 62.90 | 66.59 | ||||||||||||
March 2011 | 53.29 | 58.77 | 64.23 | 69.99 | ||||||||||||
April 2011 | 56.41 | 59.20 | 66.30 | 69.90 | ||||||||||||
May 2011(2) | 59.12 | 59.20 | 67.94 | 68.44 |
(1) | 10 Series B shares per ADR. | |
(2) | Through May 3, 2011. |
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Item 10. | Additional Information |
• | 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; |
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• | 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, |
• | 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 five-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% of the consolidated assets of the Company, but which does not exceed 20% of the consolidated assets of the Company, |
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• | 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% of the consolidated assets of the Company, but which does not exceed 20% 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, |
• | 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. |
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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. |
• | 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. |
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• | 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, | ||
• | 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 eliminates the authorities of our committees; or (ii) changes or eliminates 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, |
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• | early 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 |
• | 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. |
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• | Except with the prior authorization by the Mexican Ministry of Communications and Transportation, ITA was 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. |
• | 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, |
Any amendment to the above provisions requires the vote of shares representing 85% of our capital stock. |
• | 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. |
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• | 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. |
• | 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. |
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• | 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 Airport Law, a person or group of 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 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) 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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Persons depositing or withdrawing shares or | ||
ADS holders must pay: | For: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | ||
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders | |
Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | Converting foreign currency to U.S. dollars | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | As necessary |
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• | Cash. The depositary will convert any cash dividend or other cash distribution we pay on the Series B shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to the extent permissible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and will not be liable for any interest. |
Before making a distribution, the depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. |
• | Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell shares that would require it to deliver fractions of ADSs and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. |
• | Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may, after consultation with us, make these rights available to you (including by any means of warrants or otherwise, if the depositary determines it is feasible and lawful to do so) or sell the rights and distribute the proceeds in the same way as it does with cash. |
The depositary will not offer rights to holders unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act or are registered under the provisions of the Securities Act. |
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• | Other Distributions. The depositary will send to you anything else we distribute on deposited securities, in proportion to the number of ADSs you hold, by any means it deems equitable and practicable; provided, however, if it determines the distribution cannot be made proportionately among the holders, or if the distribution is otherwise not feasible, the depositary may adopt such method as it may deem equitable and practicable, including the sale of such property and the distribution of the net proceeds thereof in the same manner as cash distributions. |
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• | are only obligated to take the actions specifically set forth in the deposit agreement with good faith using reasonable efforts; |
• | are not liable if it is prevented or delayed by law or circumstances beyond its control from performing its obligations under the deposit agreement; |
• | are not liable if it exercises discretion permitted under the deposit agreement; |
• | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement unless it receives an indemnity satisfactory to it; and |
• | may rely upon any advice or information from any person it believes in good faith to be competent to give such advice or information. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Series B shares or other deposited securities; |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
• | compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. |
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• | when the depositary has closed its transfer books or we have closed our transfer books; |
• | when you owe money to pay fees, taxes and similar charges; or |
• | when it is deemed necessary or advisable by us or the depositary, for any reason, at any time, to prohibit withdrawals in order to comply with any laws, governmental regulations or requirements of any securities exchange that apply to ADSs or to the withdrawal of Series B shares or other deposited securities. |
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Year ended December 31, | ||||||||
2009 | 2010 | |||||||
(thousands of nominal pesos) | ||||||||
Audit fees | 8,512 | 12,345 | ||||||
Audit-related fees | — | — | ||||||
Tax fees | — | — | ||||||
Total fees | Ps. | 8,512 | Ps. | 12,345 | ||||
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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 | |||||||||||||
purchased(1) | share in Pesos | programs | the plans or programs | |||||||||||||
2009 | ||||||||||||||||
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 | — | — | — | — | ||||||||||||
2009 Total | — | — | ||||||||||||||
2010 | ||||||||||||||||
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 | — | — | — | — | ||||||||||||
2010 Total | — | — | — | — | ||||||||||||
(1) | Series “B” shares or number of Series “B” shares resulting from purchase of ADSs. |
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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 twenty-one 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 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 four are independent under the Sarbanes-Oxley Act of 2002 and as qualified by our shareholders as provided in the Mexican Securities Market Law. |
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NYSE Standards | Our Corporate Governance Practice | |
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 Chairman are independent. | |
• The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting. | ||
• 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. |
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NYSE Standards | Our Corporate Governance Practice | |
• 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 periodic 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 regard to corporate practices are, among others, the following: • evaluating the performance of relevant officers, • reviewing related-party transactions, and |
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• 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. | ||
The 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 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. §303A.08 | 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.09 and §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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Page | ||||
F-1 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
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 (incorporated by reference to our Form 20-F/A filed on July 31, 2007). | |||
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 (incorporated by reference to our Form 20-F/A filed on July 31, 2007). | |||
3.3 | Form of Underwriting Agreement among the Company, J.P. Morgan Securities Inc. and Macquarie Capital (USA) Inc. as the underwriters and J.P. Morgan Securities Inc. and Macquarie Capital (USA) Inc. as representatives of the underwriters (incorporated by reference as Exhibit 1 to our registration statement on Form F-3 ASR (File No. 333-168486) filed on August 3, 2010). | |||
4.1 | Amended and Restated Cancún 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 Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, 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 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 | 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 Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, 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). |
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Exhibit No. | Description | |||
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 Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, 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 (incorporated by reference to our Form 20-F/A filed on July 31, 2007). | |||
4.5 | Technical Assistance and Transfer of Technology Agreement among the Company, Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, 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). | |||
4.6 | Amendment, dated January 1, 2008 to the Technical Assistance and Transfer of Technology Agreement among the Company, Grupo Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, 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., Copenhagen Airports, Fernando Gerardo Chico Pardo and ITA (incorporated by reference to our Form 20-F filed on July 20, 2008). | |||
8.1 | List of material subsidiaries of the Company. | |||
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 | Consent of PricewaterhouseCoopers, S.C. |
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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 and 2 | ||||
Financial statements: | ||||
F - 3 | ||||
F - 4 | ||||
F - 5 | ||||
F - 6 | ||||
F - 7 to -65 |
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Grupo Aeroportuario del Sureste, S. A. B. de C. V., and its subsidiaries:
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F - 2
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(SOUTHEAST AIRPORT GROUP)
2009 | 2010 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | Ps. | 961,404 | Ps. | 1,442,879 | ||||
Accounts receivable — Net (Note 4) | 375,165 | 389,960 | ||||||
Recoverable taxes and other current assets — Net | 746,594 | 836,649 | ||||||
Total current assets | 2,083,163 | 2,669,488 | ||||||
Land, machinery and furniture (Note 5) | 980,851 | 305,629 | ||||||
Intangible asset — Airport concessions — Net (Notes 6 and 7) | 7,628,144 | 14,945,330 | ||||||
Rights to use airport facilities — Net (Notes 6 and 7) | 2,057,476 | — | ||||||
Improvements to concessioned assets — Net (Note 8) | 3,658,731 | — | ||||||
Recoverable asset tax | 96,006 | 84,544 | ||||||
Deferred income tax and employees’ statutory profit sharing (Note 14) | 2,421 | 2,905 | ||||||
Deferred flat tax (Note 14) | 188,916 | 206,019 | ||||||
Total assets | Ps. | 16,695,708 | Ps. | 18,213,915 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | Ps. | 8,145 | Ps. | 10,738 | ||||
Bank loans (Note 10) | 222,517 | 243,102 | ||||||
Accrued expenses and other accounts payable (Note 9) | 168,820 | 242,820 | ||||||
Total current liabilities | 399,482 | 496,660 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Bank loans (Note 10) | 329,836 | 647,503 | ||||||
Deferred income tax (Note 14) | 1,372,504 | 1,461,089 | ||||||
Deferred flat tax (Note 14) | 726,532 | 801,389 | ||||||
Seniority premiums and personnel severance pay (Note 3i) | 9,659 | 11,817 | ||||||
Total liabilities | 2,838,013 | 3,418,458 | ||||||
Stockholders’ equity (Note 11): | ||||||||
Capital stock | 12,799,204 | 12,799,204 | ||||||
Legal reserve | 246,517 | 287,117 | ||||||
Retained earnings | 811,974 | 1,709,136 | ||||||
Total stockholders’ equity | 13,857,695 | 14,795,457 | ||||||
Commitments and contingencies (Note 17) | ||||||||
Subsequent event (Note 19) | ||||||||
Total liabilities and stockholders’ equity | Ps. | 16,695,708 | Ps. | 18,213,915 | ||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S. A. B. de C. V.
F - 3
Table of Contents
(SOUTHEAST AIRPORT GROUP)
FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
For the years | ||||||||||||
ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
REVENUES: | ||||||||||||
Aeronautical services | Ps. | 2,101,879 | Ps. | 2,042,647 | Ps. | 2,283,164 | ||||||
Non-aeronautical services | 1,066,828 | 1,088,537 | 1,211,072 | |||||||||
Construction services (Notes 6 and 7) | — | — | 741,236 | |||||||||
Total revenues | 3,168,707 | 3,131,184 | 4,235,472 | |||||||||
OPERATING COSTS AND EXPENSES: | ||||||||||||
Cost of services | 810,101 | 788,562 | 948,730 | |||||||||
Cost of construction | — | — | 741,236 | |||||||||
Technical assistance fee (Notes 6 and 7) | 104,485 | 103,518 | 110,712 | |||||||||
Government concession fee | 154,752 | 150,559 | 166,752 | |||||||||
General and administrative expenses | 114,159 | 121,708 | 164,506 | |||||||||
Depreciation and amortization | 601,513 | 629,507 | 379,210 | |||||||||
Total cost and operating expenses | 1,785,010 | 1,793,854 | 2,511,146 | |||||||||
COMPREHENSIVE FINANCING RESULT: | ||||||||||||
Interest receivable | 139,680 | 68,136 | 54,444 | |||||||||
Interest payable | (2,226 | ) | (24,295 | ) | (39,874 | ) | ||||||
Exchange gains (losses), net | 36,818 | (21,122 | ) | 12,749 | ||||||||
Loss on valuation of derivative financial instruments (Note 3c) | — | (2,563 | ) | (700 | ) | |||||||
Net comprehensive financing income | 174,272 | 20,156 | 26,619 | |||||||||
Non ordinary items | (9,734 | ) | (15,384 | ) | (804 | ) | ||||||
Income before taxes on profits | 1,548,235 | 1,342,102 | 1,750,141 | |||||||||
Taxes on profits (Note 14): | ||||||||||||
Asset tax | 60,091 | 60,654 | 11,462 | |||||||||
Income tax | 349,571 | 320,331 | 427,992 | |||||||||
Flat tax | 89,104 | 163,707 | 35,544 | |||||||||
Net income for the year | Ps. | 1,049,469 | Ps. | 797,410 | Ps. | 1,275,143 | ||||||
Earnings per share expressed in Mexican pesos (Note 11) | Ps. | 3.50 | Ps. | 2.66 | Ps. | 4.25 | ||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S. A. B. de C. V.
F - 4
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(SOUTHEAST AIRPORT GROUP)
(Note 11)
Total | ||||||||||||||||
Capital | Legal | Retained | stockholders’ | |||||||||||||
stock | reserve | earnings | equity | |||||||||||||
Balance at January 1, 2008 | Ps. | 12,799,204 | Ps. | 167,926 | Ps. | 1,538,397 | Ps. | 14,505,527 | ||||||||
Transfer to legal reserve | 26,118 | (26,118 | ) | — | ||||||||||||
Dividends paid | (600,000 | ) | (600,000 | ) | ||||||||||||
Comprehensive income | 1,049,469 | 1,049,469 | ||||||||||||||
Balance at December 31, 2008 | 12,799,204 | 194,044 | 1,961,748 | 14,954,996 | ||||||||||||
Transfer to legal reserve | 52,473 | (52,473 | ) | — | ||||||||||||
Dividends paid | (1,884,000 | ) | (1,884,000 | ) | ||||||||||||
Income tax paid on dividends | (10,711 | ) | (10,711 | ) | ||||||||||||
Comprehensive income | 797,410 | 797,410 | ||||||||||||||
Balance at December 31, 2009 | 12,799,204 | 246,517 | 811,974 | 13,857,695 | ||||||||||||
Recognition of IMFRS-17 | ||||||||||||||||
“service concession contracts” (Note 11) | 412,619 | 412,619 | ||||||||||||||
Transfer to legal reserve | 40,600 | (40,600 | ) | — | ||||||||||||
Dividends paid | (750,000 | ) | (750,000 | ) | ||||||||||||
Comprehensive income | 1,275,143 | 1,275,143 | ||||||||||||||
Balance at December 31, 2010 | Ps. | 12,799,204 | Ps. | 287,117 | Ps. | 1,709,136 | Ps. | 14,795,457 | ||||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S. A. B. de C. V.
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(SOUTHEAST AIRPORT GROUP)
FOR THE YEARS ENDED ON DECEMBER 31, 2008, 2009 AND 2010
For the year | ||||||||||||
ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Operating activities: | ||||||||||||
Income before taxes on profits | Ps. | 1,548,235 | Ps. | 1,342,102 | Ps. | 1,750,141 | ||||||
Items related to investing activities: | ||||||||||||
Depreciation and amortization | 601,513 | 629,507 | 379,210 | |||||||||
Deferred employees’ statutory profit sharing (Note 14) | (37,496 | ) | (2,421 | ) | (484 | ) | ||||||
Interest income | (139,679 | ) | (68,136 | ) | (54,444 | ) | ||||||
Variation in operating assets and liabilities: | ||||||||||||
Accounts receivable | (81,785 | ) | (13,965 | ) | (14,795 | ) | ||||||
Recoverable taxes and other current assets | (137,836 | ) | 189,032 | (24,986 | ) | |||||||
Taxes on profits paid | (178,966 | ) | (259,302 | ) | (222,206 | ) | ||||||
Trade accounts payable, accrued expenses and other payables | (18,814 | ) | (440,010 | ) | 34,840 | |||||||
Cancellation of income tax on dividends | — | (10,711 | ) | — | ||||||||
Net cash flow provided by operating activities | 1,555,172 | 1,366,096 | 1,847,276 | |||||||||
Investing activities: | ||||||||||||
Improvements to concessioned assets and acquisition, of furniture and equipment | (935,772 | ) | (676,665 | ) | (719,904 | ) | ||||||
Interest income | 139,679 | 68,136 | 54,444 | |||||||||
Net cash flow from investing activities | (796,093 | ) | (608,529 | ) | (665,460 | ) | ||||||
Surplus cash to be applied to financing activities: | ||||||||||||
Financing activities: | ||||||||||||
Bank loans received (Note 10) | — | 600,000 | 920,000 | |||||||||
Bank loans paid (Note 10) | — | (54,545 | ) | (574,621 | ) | |||||||
Dividends paid | (600,000 | ) | (1,884,000 | ) | (750,000 | ) | ||||||
Income tax on dividends paid | (351,264 | ) | (191,130 | ) | (295,720 | ) | ||||||
Net cash flows used in financing activities | (951,264 | ) | (1,529,675 | ) | (700,341 | ) | ||||||
(Decrease) increase in cash and cash equivalents | (192,185 | ) | (772,108 | ) | 481,475 | |||||||
Cash and cash equivalents, beginning of period | 1,925,697 | 1,733,512 | 961404 | |||||||||
Cash and cash equivalents, end of period | Ps. | 1,733,512 | Ps. | 961,404 | Ps. | 1,442,879 | ||||||
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S. A. B. de C. V.
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(SOUTHEAST AIRPORT GROUP)
AS OF DECEMBER 31, 2010 AND 2009
except number of shares, share amounts and exchange rates)
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December 31, | ||||||||
2009 | 2010 | |||||||
For the year | 3.57 | % | 4.40 | % | ||||
Accumulated in the three last years | 14.48 | % | 15.19 | % |
B-15 for the preparation of financial information:
Currency | ||||
Type | 2009 | 2010 | ||
Local posting | Mexican peso | Mexican peso | ||
Functional | Mexican peso | Mexican peso | ||
Reporting | Mexican peso | Mexican peso |
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Ownership interest (%) | ||||||||
Subsidiary | 2009 | 2010 | ||||||
Aeropuerto de Cancún, S. A. de C. V.(1) | 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 | % | ||||
RH Asur, S. A. de C. V. | 99.99 | % | 99.99 | % | ||||
Servicios Aeroportuarios del Sureste, S. A. de C. V. | 99.99 | % | 99.99 | % |
(1) | Holding entity that consolidates subsidiaries Caribbean Logistics, S. A. de C.V., Cancun Aiport Services, S. A. de C.V., Asur FBO, S. A. de C.V., and Cargo RF, S. A. de C. V. |
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Fair | Notional | Date | Rate | |||||||||||||||||||||
Institution | Value | amount | Beginning | Expiring | Variable | Fixed | ||||||||||||||||||
2009 | 2010 | (TIIE) | ||||||||||||||||||||||
Banco Santander, S.A. | Ps. | 1,105 | Ps. | 1,404 | Ps. | 250,000 | 31-Aug-09 | 14-May-12 | 6.38 | % | 6.37 | % | ||||||||||||
BBVA Bancomer, S.A. | 1,199 | 1,404 | 250,000 | 18-Aug-09 | 21-May-12 | 6.40 | % | 6.33 | % | |||||||||||||||
BBVA Bancomer, S.A. | 259 | 455 | 100,000 | 31-Jul-09 | 25-May-12 | 6.40 | % | 6.21 | % | |||||||||||||||
Ps. | 2,563 | Ps. | 3,263 | Ps. | 600,000 | |||||||||||||||||||
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Years | ||||
Machinery and equipment | 10 | |||
Automotive equipment | 4 | |||
Other | Various |
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Year ended | ||||||||||||
December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Regulated services: | ||||||||||||
Airport services | Ps. | 2,211,226 | Ps. | 2,150,540 | Ps. | 2,399,227 | ||||||
Non-regulated services: | ||||||||||||
Airport services: | ||||||||||||
Access fees from non-permanent ground transportation | 14,679 | 15,079 | 17,029 | |||||||||
Car parking lots and related access fees | 48,431 | 44,881 | 43,609 | |||||||||
Other access fees | 3,227 | 3,873 | 2,945 | |||||||||
Commercial services | 840,984 | 881,651 | 980,954 | |||||||||
Other services | 50,160 | 35,160 | 50,472 | |||||||||
Total non-regulated services | 957,481 | 980,644 | 1,095,009 | |||||||||
Construction services | — | — | 741,236 | |||||||||
Ps. | 3,168,707 | Ps. | 3,131,184 | Ps. | 4,235,472 | |||||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Trade receivables | Ps. | 383,473 | Ps. | 523,096 | ||||
Less: allowance for doubtful accounts | (8,308 | ) | (133,136 | ) | ||||
Total accounts receivable | Ps. | 375,165 | Ps. | 389,960 | ||||
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December 31, | Depreciation | |||||||||||
2009 | 2010 | rate | ||||||||||
Machinery and equipment | Ps. | 156,455 | Ps. | 184,833 | 10 | % | ||||||
Office furniture and equipment | 138,280 | 154,343 | 10 | % | ||||||||
Automotive equipment | 173,784 | 183,171 | 25 | % | ||||||||
Others | 7,361 | 9,710 | other | |||||||||
475,880 | 532,057 | |||||||||||
Less: accumulated depreciation | (286,192 | ) | (217,782 | ) | ||||||||
Total | 189,688 | 314,275 | ||||||||||
Land | 444,496 | 444,496 | ||||||||||
Construction in progress (a) | 162,378 | 601,491 | ||||||||||
Advances to contractors | 184,289 | 128,877 | ||||||||||
980,851 | 1,489,139 | |||||||||||
Reclassification to airport concessions (see Note 6) | — | (1,183,510 | ) | |||||||||
Total machinery, furniture and equipment | Ps. | 980,851 | Ps. | 305,629 | ||||||||
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Reclassification of airport machinery and equipment, net of accumulated depreciation, as of January 1, 2010 (*) | Ps. | (674,290 | ) | |
Effect of recognition of IMFRS-17 on retained earnings (see note 11) | (68,834 | ) | ||
Depreciation 2010 | 9,499 | |||
Increase of construction in progress and advances to contractors in 2010 | (449,885 | ) | ||
Reclassification to airport concessions | Ps. | (1,183,510 | ) | |
(*) | Includes Ps.345,457 of construction in progress and advances to contractors. |
Machinery, furniture and equipment, net | Ps. | 11,903 | ||
Land (see note 17 c.) | 293,726 | |||
Ps. | 305,629 | |||
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Remaining estimated | ||||||||||
useful life | ||||||||||
(years) | ||||||||||
2009 | 2010 | |||||||||
Acquisition cost | Ps. | 12,710,426 | ||||||||
Allocated to: | ||||||||||
Rights to use airport facilities: | ||||||||||
Runways, taxiways, and aprons | Ps. | 1,582,491 | 39 | 38 | ||||||
Buildings | 511,858 | 13-39 | 38 | |||||||
Other infrastructure | 132,067 | 20 | 38 | |||||||
Land | 684,725 | 39 | 38 | |||||||
2,911,141 | ||||||||||
Environmental liabilities | (15,529 | ) | ||||||||
Airport concessions | 9,814,814 | 39 | 38 | |||||||
Total | Ps. | 12,710,426 | ||||||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Airport concessions | Ps. | 9,814,814 | Ps. | 9,814,814 | ||||
Other rights acquired (See note 7) | 493,635 | 493,635 | ||||||
Others | 1,311 | 1,311 | ||||||
Right to operation direct commercial, net of accumulated amortization | — | 24,950 | ||||||
Right to use airport facilities | — | 2,029,088 | ||||||
Improvements to concessioned assets (See note 8) | — | 4,260,432 | ||||||
Land, machinery, furniture and equipment (See note 5) | — | 1,183,510 | ||||||
10,309,760 | 17,807,740 | |||||||
Less: accumulated amortization | (2,681,616 | ) | (2,862,410 | ) | ||||
Airport concession | Ps. | 7,628,144 | Ps. | 14,945,330 | ||||
Rights to use airport facilities | Ps. | 2,911,141 | Ps. | 2,911,141 | ||||
Other rights acquired (See note 7) | 62,510 | 62,510 | ||||||
Others — write off | (28,714 | ) | (29,681 | ) | ||||
Less: accumulated amortization | (887,461 | ) | (914,882 | ) | ||||
Reclassification to airport concessions | — | (2,029,088 | ) | |||||
Rights to use airport facilities | Ps. | 2,057,476 | Ps. | — | ||||
• | 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 18). |
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• | 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 laws and regulations, and is subject to statutory oversight by the Ministry of Communications and Transportation. The concession fee is shown in the consolidated statement of income under operating expenses. | |
• | The concession holder must pay a concession fee (currently 5% of each concession holder’s gross annual regulated revenues) from the use of public domain assets pursuant to the terms of its concessions as required by applicable law. The concession fees are included in the operating cost and expenses in the consolidated statements of income. | |
• | Fuel services and fuel supply are to be provided by the Mexican Airport and Auxiliary Services Agency. | |
• | 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. |
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Remaining | ||||||
estimated | ||||||
useful lives | ||||||
as of December 31, 2009 | ||||||
(years) | ||||||
Acquisition cost | Ps. | 556,145 | ||||
Allocated to: | ||||||
Rights to use: | ||||||
Buildings | Ps. | 59,694 | 17-39 | |||
Other infrastructure | 2,816 | 2 | ||||
62,510 | ||||||
Airport concessions | 493,635 | 2 | ||||
Total | Ps. | 556,145 | ||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Buildings | Ps. | 1,679,080 | Ps. | 1,680,827 | ||||
Air side (a) | 1,577,878 | 1,803,901 | ||||||
Land side | 339,856 | 346,237 | ||||||
Technical installations | 308,701 | 328,579 | ||||||
Machinery and equipment | 263,271 | 269,557 | ||||||
Security equipment | 278,482 | 282,948 | ||||||
IT equipment | 306,212 | 314,387 | ||||||
Others | 44,862 | 69,760 | ||||||
Total | 4,798,342 | 5,096,196 | ||||||
Less: accumulated depreciation | (1,139,611 | ) | (835,764 | ) | ||||
Reclassification to airport concessions (see note 6) | — | (4,260,432 | ) | |||||
Total | Ps. | 3,658,731 | Ps. | — | ||||
Reclassification of airports improvement to concessioned Assets, net of accumulated depreciation as of January 1, 2010 | Ps. | (3,658,731 | ) | |
Effect of recognition IMFRS-17 on retained earnings (See note 11) | (412,559 | ) | ||
Annual depreciation for 2010 | 108,295 | |||
Increase in improvements during 2010 | (297,437 | ) | ||
Reclassification to airport concessions | Ps. | (4,260,432 | ) | |
(a) | As of December 31, 2009, the Company completed and capitalized Ps.706,692 related to the projects involving runway 2 and the control tower that was under construction at the Cancun Airport, considered in the Master Development Plan. |
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Amount of | ||||||||||||
qualifying | RIF capitalized in | Annualized rate of | ||||||||||
Asset type | assets | the year | capitalization | |||||||||
Improvements to concessioned assets | Ps. | 130,142 | Ps. | 4,798 | 2.74 | % | ||||||
Works in progress | 98,481 | 3,100 | 2.74 | % | ||||||||
Total RIF capitalized | Ps. | 228,623 | Ps. | 7,898 | ||||||||
Amount of | ||||||||||||
qualifying | RIF capitalized in | Annualized rate of | ||||||||||
Asset type | assets | the year | capitalization | |||||||||
Improvements to concessioned assets | Ps. | 32,802 | Ps. | 783 | 2.43 | % | ||||||
Works in progress | 191,050 | 4,233 | 2.43 | % | ||||||||
Total RIF capitalized | Ps. | 223,852 | Ps. | 5,016 | ||||||||
December 31, | ||||||||
2009 | 2010 | |||||||
Taxes payable | Ps. | 39,610 | Ps. | 71,698 | ||||
Concession fees | 24,501 | 40,750 | ||||||
Due to Shareholder — ITA | 23,443 | 24,577 | ||||||
Other accruals | 81,266 | 105,795 | ||||||
Total | Ps. | 168,820 | Ps. | 242,820 | ||||
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Credit line | Amortization | Commissions & | Term | |||||||||||||||||
Bank | amount drawn | principal | �� | interest - Net | Short | Long | ||||||||||||||
Ixe Banco, S. A. | Ps. | 250,000 | Ps. | (22,727 | ) | Ps. | 1,379 | Ps. | 92,288 | Ps. | 136,364 | |||||||||
Banco Santander, S. A. | 250,000 | (22,727 | ) | 3,725 | 93,529 | 137,469 | ||||||||||||||
BBVA Bancomer, S. A. | 100,000 | (9,091 | ) | 1,794 | 36,700 | 56,003 | ||||||||||||||
Ps. | 600,000 | Ps. | (54,545 | ) | Ps. | 6,898 | Ps. | 222,517 | Ps. | 329,836 | ||||||||||
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Credit line | Amortization | Commissions & | Term | |||||||||||||||||
Bank | amount drawn | principal | interest - Net | Short | Long | |||||||||||||||
BBVA Bancomer, S. A. | Ps. | 350,000 | Ps. | (29,166 | ) | Ps. | (945 | ) | Ps. | 115,719 | Ps. | 204,170 | ||||||||
Banco Nacional de México, S. A. | 570,000 | — | 716 | 127,383 | 443,333 | |||||||||||||||
Ps. | 920,000 | Ps. | (29,166 | ) | Ps. | (229 | ) | Ps. | 243,102 | Ps. | 647,503 | |||||||||
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Number | ||||||||
of shares | Description | Amount | ||||||
277,050,000 | Series B | Ps. | 7,173,079 | |||||
22,950,000 | Series BB | 594,197 | ||||||
300,000,000 | Minimum capital | 7,767,276 | ||||||
Accumulated restatement effect | 5,031,928 | |||||||
Capital stock at December 31, 2010 | Ps. | 12,799,204 | ||||||
Value | ||||||||||||
Item | Historical | Restated | Total | |||||||||
Fixed capital stock | Ps. | 7,767,276 | Ps. | 5,031,928 | Ps. | 12,799,204 | ||||||
Legal reserve | 264,092 | 23,025 | 287,117 | |||||||||
Retained earnings | 2,692,617 | (983,481 | ) | 1,709,136 | ||||||||
Total | Ps. | 10,723,985 | Ps. | 4,071,472 | Ps. | 14,795,457 | ||||||
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Accumulated depreciation of machinery and equipment (See note 5) | Ps. | 68,834 | ||
Accumulated depreciation of improvement of concessioned assets (See note 8) | 412,560 | |||
Accumulated depreciation of rights to use concessioned assets | 66,885 | |||
Deferred income tax (See note 14) | (108,454 | ) | ||
Deferred flat rate tax (See note 14) | (27,206 | ) | ||
Ps. | 412,619 | |||
Year ending December 31: | ||||
2011 | Ps. | 575,125 | ||
2012 | 543,687 | |||
2013 | 490,723 | |||
2014 | 483,247 | |||
2015 | 448,411 | |||
2016 and 2017 | 595,509 | |||
Total | Ps. | 3,136,702 | ||
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Foreign currency | Period end | |||||||||||
amounts | Exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
December 31, 2009 | ||||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | US$ | 8,388 | Ps. | 13.0659 | Ps. | 109,597 | ||||||
Prepaid advances | 1,546 | 13.0659 | 20,200 | |||||||||
Deposits | 36 | 13.0659 | 470 | |||||||||
Clients | 4,032 | 13.0659 | 52,682 | |||||||||
Liabilities: | ||||||||||||
Accrued expenses and other balances payables | US$ | 325 | Ps. | 13.0659 | Ps. | 4,246 | ||||||
Deposits | 1,212 | 13.0659 | 15,836 | |||||||||
Net long position | US$ | 12,465 | Ps. | 162,867 | ||||||||
Foreign currency | Period end | |||||||||||
amounts | Exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
December 31, 2010 | ||||||||||||
Assets: | ||||||||||||
Cash and cash equivalents | US$ | 11,740 | Ps. | 12.3496 | Ps. | 144,985 | ||||||
Prepaid advances | 1,489 | 12.3496 | 1,013 | |||||||||
Deposits | 82 | 12.3496 | 45,805 | |||||||||
Clients | 3,709 | 12.3496 | 18,389 | |||||||||
Liabilities: | ||||||||||||
Accrued expenses and other balances payables | US$ | 430 | Ps. | 12.3496 | Ps. | 5,310 | ||||||
Deposits | 1,636 | 12.3496 | 20,204 | |||||||||
Net long position | US$ | 14,954 | Ps. | 184,678 | ||||||||
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Foreign currency | Average | |||||||||||
amounts | exchange rate | Mexican pesos | ||||||||||
(thousands) | (thousands) | |||||||||||
Year ended December 31, 2008: | ||||||||||||
Statement of income: | ||||||||||||
Professional services expenses | US$ | 1,825 | Ps. | 11.3972 | Ps. | 20,800 | ||||||
Other | 3,025 | 11.3682 | 34,389 | |||||||||
Year ended December 31, 2009: | ||||||||||||
Statement of income: | ||||||||||||
Professional services expenses | US$ | 2,184 | Ps. | 13.2230 | Ps. | 28,879 | ||||||
Other | 3,877 | 13.3330 | 51,692 | |||||||||
Year ended December 31, 2010: | ||||||||||||
Income statement: | ||||||||||||
Professional services expenses | US$ | 1,851 | Ps. | 12.2950 | Ps. | 22,758 | ||||||
Other | 4,460 | 12.5823 | 56,117 |
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For the years | ||||||||||||
ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Current income tax | Ps. | 408,536 | Ps. | 88,224 | Ps. | 447,861 | ||||||
Deferred income tax | (58,965 | ) | 232,107 | (19,869 | ) | |||||||
Provision for income tax | Ps. | 349,571 | Ps. | 320,331 | Ps. | 427,992 | ||||||
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For the years | ||||||||||||
ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Income before statutory income tax | Ps. | 1,548,235 | Ps. | 1,342,102 | Ps. | 1,750,141 | ||||||
Less: income from subsidiaries subject to flat tax | (25,154 | ) | (134,689 | ) | (204,334 | ) | ||||||
Income before statutory income tax | 1,523,081 | 1,207,413 | 1,545,807 | |||||||||
Statutory income tax rate | 28 | % | 28 | % | 30 | % | ||||||
Income tax to statutory rate | 426,463 | 338,076 | 463,742 | |||||||||
Nondeductible expenses and other permanent differences | (10,768 | ) | 132 | — | ||||||||
Nontaxable income | (6,410 | ) | — | — | ||||||||
Annual adjustment for inflation | (28,278 | ) | (5,565 | ) | (7,512 | ) | ||||||
Discontinuation of inflation | (31,436 | ) | (23,871 | ) | (29,697 | ) | ||||||
Change in book and tax depreciation rates | — | — | 1,459 | |||||||||
Change in tax rate | — | 11,559 | — | |||||||||
Income tax provision | Ps. | 349,571 | Ps. | 320,331 | Ps. | 427,992 | ||||||
�� | ||||||||||||
Effective income tax rate | 23 | % | 27 | % | 28 | % | ||||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Deferred asset tax: | ||||||||
Tax loss carry-forwards | Ps. | 42,939 | Ps. | — | ||||
Other | 64,304 | 84,064 | ||||||
Recoverable asset tax | 393,531 | 393,531 | ||||||
500,774 | 477,595 | |||||||
Deferred tax liabilities: | ||||||||
Airport concessions, rights to use airport facilities and machinery furniture and equipment | (1,870,874 | ) | (1,890,590 | ) | ||||
Other | (2,404 | ) | (48,094 | ) | ||||
(1,873,278 | ) | (1,938,684 | ) | |||||
Net deferred tax liabilities | Ps. | (1,372,504 | ) | Ps. | (1,461,089 | ) | ||
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December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Current flat tax | Ps. | 78,225 | Ps. | 126,111 | Ps. | 4,996 | ||||||
Deferred flat tax | 10,879 | 37,596 | 30,548 | |||||||||
Provision for flat tax | Ps. | 89,104 | Ps. | 163,707 | Ps. | 35,544 | ||||||
December 31, | ||||||||
2009 | 2010 | |||||||
Deferred flat tax liability: | ||||||||
Airport concessions, rights to use airport facilities, improvements to concessions asset and machinery furniture and equipment | Ps. | 4,039,110 | Ps. | 4,513,589 | ||||
Trade receivable | 127,929 | 106,534 | ||||||
Others | (15,428 | ) | (40,757 | ) | ||||
4,151,611 | 4,579,366 | |||||||
Applicable flat tax rate | 17.5 | % | 17.5 | % | ||||
Deferred flat tax liability | Ps. | 726,532 | Ps. | 801,389 | ||||
Tax credit by: | ||||||||
Airport concessions, rights to use airport facilities, improvements to concessions asset and machinery furniture and equipment | Ps. | 174,682 | Ps. | 175,454 | ||||
Excess deductions on taxable income | 14,234 | 30,565 | ||||||
Deferred flat tax asset | 188,916 | 206,019 | ||||||
Deferred flat tax liability net | Ps. | 537,616 | Ps. | 595,370 | ||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Accounts receivable: | ||||||||
Compañía Méxicana de Aviación, S. A. de C. V. (Key management personnel) | Ps. | 36,956 | Ps. | 25,631 | ||||
Accounts payable: | ||||||||
Inversiones y Técnicas Aeroportuarias, S. A. de C. V. (Shareholder) | Ps. | (23,443 | ) | Ps. | (25,481 | ) | ||
Promecap, S. C. (Key Management personnel) | (488 | ) | (466 | ) | ||||
Lava Tap de Chiapas, S. A. de C. V. (Key management Personnel) | (292 | ) | (316 | ) | ||||
Teléfonos de México, S. A. de C. V. (Key management Personnel) | (20 | ) | (150 | ) | ||||
(24,243 | ) | (26,413 | ) | |||||
Net | Ps. | 12,713 | Ps. | (782 | ) | |||
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2008 | 2009 | 2010 | ||||||||||
Revenues from airport services | Ps. | 159,014 | Ps. | 133,136 | Ps. | 53,892 | ||||||
Technical assistance | (104,485 | ) | (103,518 | ) | (110,712 | ) | ||||||
Administrative services | (5,181 | ) | (6,408 | ) | (5,763 | ) | ||||||
Leases | (2,617 | ) | (3,212 | ) | (3,001 | ) | ||||||
Telephone services and network connections | (6,931 | ) | (3,754 | ) | (4,295 | ) | ||||||
Cleaning services | (10,224 | ) | (9,662 | ) | (10,129 | ) | ||||||
Investment (transport equipment) | — | (6,392 | ) | (181 | ) | |||||||
Others | (4,354 | ) | (2,461 | ) | (2,709 | ) |
2009 | 2010 | |||||||
Compensation to key personnel | Ps. | 23,756 | Ps. | 20,836 | ||||
Compensation to Board of Directors and Committees | 7,401 | 5,820 |
a) | The Company leases office space under an operating lease agreement with an extension of an additional 60 months, which started on May 21, 2010. The monthly lease fee is US$19,653. |
Rental expense was approximately Ps.2,617, Ps.3,212 and Ps.3,123 for the years ended December 31, 2008, 2009 and 2010, respectively. |
b) | On March 31, 2009, the Company received the approval of the Ministry of Communications and Transportation for its Master Development Plan (“MDP”) for each of the nine airports for the period from 2009 through 2013. Based on the MDPs presented, the Company has agreed to make total improvements in those years. The commitments are the follows: |
Period | Amount | |||
2011 | Ps. | 975,227 | ||
2012 | 724,140 | |||
2013 | 519,408 | |||
Ps. | 2,218,775 | (1) | ||
(1) | Expressed in pesos adjusted to December 31, 2010 purchasing power, applying Mexican National Construction Price Index factors according to the MDP terms. |
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c) | In accordance with the terms for the purchase of the land in Huatulco in October 2008, the Company is required to build 450 hotel rooms within four years. To this end, the Company intends to enter into agreements with third parties, in order to honor the commitment assumed with FONATUR. On February 26, 2009, the Company delivered its proposal for a Comprehensive Tourism Plan related to this project to FONATUR, and as of that date said proposal is pending approval. In the event the committed percentage of completion is not duly met for the different stages of the project or if the assumed requirements are not satisfied, the Company could be subject to penalties, including a fine of up to 6.5% of the amount paid for the land or Ps.17,200, and to possible expropriation by FONATUR of the land in question. |
a) | The Company’s operations are subject to Mexican federal and state laws. |
b) | At present, two labor-law claims have been filed against the Company mainly relating to involuntary terminations. Should those claims result in a negative ruling, they would not have significant effects for the Company. The Company is currently in the judicial process and no ruling has been handed down at the date of this report. The total amount of these claims is approximately Ps. 2 million. At December 31, 2010, the Company has not established a provision for this item. |
c) | The Company’s tax returns are regularly reviewed by the Mexican tax authorities. The Company’s 2006 and 2007 tax years for the Cancun airport are currently under the tax authority’s review. |
d) | The Huatulco municipal government has initiated legal procedures against the Company to claim payment of the property tax of the land where the airport is located. The Company believes that there are no legal grounds for the suit, as has been the case in other Group airports where the Company was handed down a favorable ruling concerning the payment of the tax in question (although the municipality has since taken legal action to file a request for a motion for reconsideration). Management believes that any liabilities relating to these claims are not likely to have a material adverse effect on the Company’s consolidated financial position or the results of its operations and consolidated cash flows. At December 31, 2010, the Company has set up a reserve in this regard. |
e) | The Mexican Department of Civil Aviation (DGAC) has filed twelve administrative lawsuits against the Company based on a series of audits carried out from 2004 to 2006. The Company has begun counter-proceedings, as it considers that these lawsuits are invalid due to the inappropriateness of procedures followed by the DGAC. In the case of Aeropuerto de inappropriateness of procedures followed by the DGAC. In the case of Aeropuerto de Cozumel, S.A. de C.V., the authorities declared the expiration of the verification procedure. Since these lawsuits make no reference to the number of observations that have not been resolved or to the possible penalties that might be applied, it is not possible to estimate the potential effects on the consolidated financial position, results of operations or cash flows of the Company. |
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Year ended | Consolidation | Consolidation | ||||||||||||||||||||||||||
December 31, 2008 | Cancun | Villahermosa | Mérida | Servicios | Other | Adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 2,449,918 | Ps. | 139,899 | Ps. | 178,616 | Ps. | 421,034 | Ps. | 1,544,649 | Ps. | (1,565,409 | ) | Ps. | 3,168,707 | |||||||||||||
Operating income (loss) | 356,192 | 27,590 | 2,549 | (19,307 | ) | 1,016,673 | 1,383,697 | |||||||||||||||||||||
Total assets | 10,746,482 | 924,198 | 1,252,538 | 43,942 | 19,434,765 | (15,027,331 | ) | 17,374,594 | ||||||||||||||||||||
Capital expenditures | 497,988 | 9,127 | 15,877 | 1,025 | 411,755 | 935,772 | ||||||||||||||||||||||
Depreciation and amortization | 390,589 | 32,366 | 46,997 | 1,830 | 129,731 | 601,513 |
Year ended | Consolidation | Consolidation | ||||||||||||||||||||||||||
December 31, 2009 | Cancun | Villahermosa | Mérida | Servicios | Other | Adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 2,421,840 | Ps. | 119,345 | Ps. | 182,177 | Ps. | 424,469 | Ps. | 868,616 | Ps. | (885,263 | ) | Ps. | 3,131,184 | |||||||||||||
Operating income (loss) | 1,033,075 | 10,989 | 25,909 | 7,250 | 260,107 | 1,337,330 | ||||||||||||||||||||||
Total assets | 11,521,533 | 879,072 | 1,247,460 | 31,864 | 17,635,881 | (14,620,102 | ) | 16,695,708 | ||||||||||||||||||||
Capital expenditures | 357,343 | 46,121 | 72,792 | 336 | 200,073 | 676,665 | ||||||||||||||||||||||
Depreciation and amortization | 401,429 | 33,805 | 48,656 | 1,686 | 143,931 | 629,507 |
Year ended | Consolidation | Consolidation | ||||||||||||||||||||||||||
December 31, 2010 | Cancun | Villahermosa | Mérida | Servicios | Other | Adjustments | Total | |||||||||||||||||||||
Total revenues | Ps. | 2,951,493 | Ps. | 244,673 | Ps. | 342,609 | Ps. | 454,081 | Ps. | 1,177,220 | Ps. | (934,604 | ) | Ps. | 4,235,472 | |||||||||||||
Operating income (loss) | 1,312,712 | 27,166 | 61,558 | 1,767 | 321,123 | 1,724,326 | ||||||||||||||||||||||
Total assets | 12,447,673 | 950,561 | 1,355,470 | 49,269 | 18,673,170 | (15,262,228 | ) | 18,213,915 | ||||||||||||||||||||
Capital expenditures | 255,017 | 98,108 | 132,665 | 690 | 233,424 | 719,904 | ||||||||||||||||||||||
Depreciation and amortization | 251,605 | 18,778 | 28,644 | 2,856 | 77,327 | 379,210 |
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For the year ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Reconciliation of net income: | ||||||||||||
Net income as reported under MFRS | Ps. | 1,049,469 | Ps. | 797,410 | Ps. | 1,275,143 | ||||||
US GAAP adjustments: | ||||||||||||
(A) Amortization of airport concessions (1) | 196,336 | 196,336 | — | |||||||||
(A) Amortization of rights to use airport facilities (1) | 10,341 | 10,693 | — | |||||||||
(B) Amortization of Terminal 1 building write-off reversal | 109 | 109 | 1,157 | |||||||||
(C) Contract termination fee on leasehold agreement | 16,165 | 10,766 | — | |||||||||
(D) Concession fee on leasehold agreement, (1) | 6,186 | 6,186 | — | |||||||||
(E) Effects from the recognition of IMFRS-17 (1) | — | — | (57,022 | ) | ||||||||
(F) Tax on dividends | — | (10,711 | ) | — | ||||||||
(G) Deferred employees’ statutory profit sharing | (15,895 | ) | (2,227 | ) | 1,222 | |||||||
(H) Deferred income taxes | (36,649 | ) | (77,479 | ) | 21,290 | |||||||
(I) Deferred flat rate business tax | (6,453 | ) | (11,847 | ) | 9,247 | |||||||
Total US GAAP adjustments | 170,140 | 121,826 | (24,106 | ) | ||||||||
Net income under US GAAP | Ps. | 1,219,609 | Ps. | 919,236 | Ps. | 1,251,037 | ||||||
Basic and diluted earnings per share | Ps. | 4.07 | Ps. | 3.06 | Ps. | 4.17 | ||||||
(1) | The 2010 adjustment is included under Intangible asset — Airport concessions as a result of the adoption of IMFRS-17 effective on January 1, 2010 (See Note 20 (E)). |
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As of December 31, | ||||||||
2009 | 2010 | |||||||
Reconciliation of stockholders’ equity: | ||||||||
Total stockholders’ equity reported under MFRS | Ps. | 13,857,695 | Ps. | 14,795,457 | ||||
US GAAP adjustments: | ||||||||
(A) Airport concessions (1) | (7,622,856 | ) | — | |||||
(A) Rights to use airport facilities (1) | (447,562 | ) | — | |||||
(B) Terminal 1 write-off reversal | (49,835 | ) | (48,678 | ) | ||||
(C) Contract termination fee on leasehold agreement | — | — | ||||||
(D) Concession fee on leasehold agreement | (6,173 | ) | — | |||||
(E) Effects of the recognition of IMFRS-17 (1) | — | (8,546,232 | ) | |||||
(G) Deferred employees’ statutory profit sharing | (807 | ) | 415 | |||||
(H) Deferred income taxes | 1,578,170 | 1,599,460 | ||||||
(I) Deferred flat rate business tax | 379,861 | 389,108 | ||||||
Total US GAAP adjustments | (6,169,202 | ) | (6,605,927 | ) | ||||
Total stockholders’ equity under US GAAP | Ps. | 7,688,493 | Ps. | 8,189,530 | ||||
(1) | The 2010 adjustment is included under Intangible asset — Airport concessions as a result of the adoption of IMFRS-17 effective on January 1, 2010 (See Note 20(E)). |
Balance at December 31, 2008 | Ps. | 8,653,257 | ||
Net income | 919,236 | |||
Dividends declared | (1,884,000 | ) | ||
Balance at December 31, 2009 | 7,688,493 | |||
Net income | 1,251,037 | |||
Dividends declared | (750,000 | ) | ||
Balance at December 31, 2010 | Ps. | 8,189,530 | ||
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As of December 31, | ||||||||
2009 | 2010 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | Ps. | 876,922 | Ps. | 1,442,879 | ||||
Other current assets | 957,561 | 664,512 | ||||||
Current deferred income tax | 13,303 | 24,190 | ||||||
Current dividend income tax | 253,191 | 307,411 | ||||||
Current deferred flat rate tax | 24,124 | 54,694 | ||||||
Total current assets | 2,125,101 | 2,493,686 | ||||||
Improvements to concessioned assets, land, machinery, furniture and equipment — net | 4,639,582 | 5,009,638 | ||||||
Airport concessions — net | 5,237 | — | ||||||
Rights to use airport facilities — net | 1,560,081 | 1,510,751 | ||||||
Noncurrent deferred employees’ statutory profit sharing | 1,614 | 3,320 | ||||||
Noncurrent deferred income tax | 576,017 | 747,735 | ||||||
Total assets | Ps. | 8,907,632 | Ps. | 9,765,130 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Other liabilities | Ps. | 183,140 | Ps. | 253,558 | ||||
Bank loans current portion | 222,517 | 243,102 | ||||||
Seniority premiums | 9,659 | 11,817 | ||||||
Total current liabilities | 415,316 | 508,477 | ||||||
Bank loans and financial derivatives | 329,836 | 647,503 | ||||||
Deferred income tax liability | 292,108 | 185,870 | ||||||
Deferred flat rate tax liability | 181,879 | 233,750 | ||||||
Total liabilities | 1,219,139 | 1,575,600 | ||||||
Total stockholders’ equity | 7,688,493 | 8,189,530 | ||||||
Total liabilities and stockholders’ equity | Ps. | 8,907,632 | Ps. | 9,765,130 | ||||
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For the years ended | ||||||||||||
December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Net revenues | Ps. | 3,174,893 | Ps. | 3,137,370 | Ps. | 3,500,409 | ||||||
Cost of services (1) | (825,997 | ) | (790,789 | ) | (947,508 | ) | ||||||
General and administrative expenses (1) | (114,159 | ) | (121,708 | ) | (164,506 | ) | ||||||
Depreciation and amortization | (378,561 | ) | (411,603 | ) | (441,248 | ) | ||||||
Other expenses | (268,971 | ) | (269,461 | ) | (278,268 | ) | ||||||
Operating expenses | (1,587,688 | ) | (1,593,561 | ) | (1,831,530 | ) | ||||||
Operating income | 1,587,205 | 1,543,809 | 1,668,879 | |||||||||
Net comprehensive financing income | 174,273 | 20,156 | 26,619 | |||||||||
Taxes (2) | (541,869 | ) | (644,729 | ) | (444,461 | ) | ||||||
Net income | Ps. | 1,219,609 | Ps. | 919,236 | Ps. | 1,251,037 | ||||||
(1) | Exclusive of depreciation and amortization. | |
(2) | Consists of asset tax, tax on dividends, income taxes and flat rate tax. | |
(A)Airport concessions, rights to use airport facilities and environmental liabilities |
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Year | Concession | Rights to use airport facilities | ||||||
2011 | — | 52,247 | ||||||
2012 | — | 51,848 | ||||||
2013 | — | 51,779 | ||||||
2014 | — | 50,862 | ||||||
2015 | — | 49,690 |
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Income statement effects: | ||||
Amortization of airport concessions (i) | Ps. | 196,336 | ||
Amortization of rights to use airport facilities (ii) | (261 | ) | ||
Concession fee on leasehold agreement (iii) | 6,173 | |||
Additional depreciation and amortization under U.S.GAAP for improvements to concessioned assets (ii) | (259,270 | ) | ||
Total effect from IMFRS-17 on Income statement | Ps. | (57,022 | ) | |
Stockholders’ equity effects: | ||||
Airport concessions (i) | Ps. | (7,426,520 | ) | |
Rights to use airport facilities (ii) | (447,823 | ) | ||
Additional depreciation and amortization under U.S.GAAP for improvements to concessioned assets (ii) | (259,270 | ) | ||
Recognition of IMFRS-17 in retained earnings under MFRS (iv) | (412,619 | ) | ||
Total effect from IMFRS-17 on stockholders’ equity | Ps. | (8,546,232 | ) | |
i. | As described in US GAAP adjustment (A), the historical carrying value of the concessions under US GAAP are lower than MFRS and this adjustment recognizes the difference in the depreciation expense and carrying value of such. |
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ii. | As described in US GAAP adjustment (A), the carrying value of the rights to use airport facilities was historically higher under MFRS than US GAAP. In 2010, under MFRS, the carrying value was reclassified to “Concessions” and the depreciation period extended to match the concession period. Under US GAAP, the 2010 adjustments restores the depreciation lives to that previously used (based on the underlying concessioned assets) and also accounts for the difference in the depreciation for the difference in historical carrying values. | |
iii. | As described in US GAAP adjustment (D), the Company recognized the fee as income as collected and under US GAAP, the income is recognized on a straight line basis over the term of the agreement. | |
iv. | Upon adoption of IMFRS-17 in 2010 for MFRS, improvements to concessioned assets were reclassified to the “Concession” line item and the depreciation lives extended to coincide with the remaining concession period. Under US GAAP, the adjustment reverses such MFRS accounting and the assets continue to be depreciated over their economic useful life which is shorter. The adjustment to retained earnings of Ps. 412,619 as well as adjustments of Ps. 108,454 of deferred income tax and 27,206 of deferred flat tax have been reversed for US GAAP purposes. |
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As of December 31, | ||||||||
2009 | 2010 | |||||||
Current deferred income tax: | ||||||||
Accrued liabilities | Ps. | 5,122 | Ps. | 7,346 | ||||
Tax paid on dividends | 253,191 | 350,921 | ||||||
Tax loss carry-forwards | 42,939 | — | ||||||
Prepaid and other current liabilities | 54,340 | 20,268 | ||||||
Less: Current valuation allowance | (89,098 | ) | (46,934 | ) | ||||
Net current deferred income tax | 266,494 | 331,601 | ||||||
Noncurrent deferred income tax: | ||||||||
Tax paid on dividends | 191,130 | 295,720 | ||||||
Tax loss carry-forwards | 142,113 | 146,157 | ||||||
Others | 2,069 | 18,158 | ||||||
335,312 | 460,035 | |||||||
Less: Noncurrent valuation allowance | (152,826 | ) | (105,831 | ) | ||||
Noncurrent deferred income tax asset | ||||||||
182,486 | 354,204 | |||||||
Noncurrent deferred income tax liability: | ||||||||
Fixed assets | (290,227 | ) | (184,459 | ) | ||||
Other deferred assets | (1,881 | ) | (1,411 | ) | ||||
Noncurrent deferred tax liability | (292,108 | ) | (185,870 | ) | ||||
Net noncurrent deferred income tax asset (liability) | (109,622 | ) | 168,334 | |||||
Total net deferred income tax asset | 156,872 | 499,935 | ||||||
Recoverable asset tax | 393,531 | 393,531 | ||||||
Net deferred income asset tax under US GAAP | 550,403 | 893,466 | ||||||
Net deferred income tax liability under MFRS | 1,027,767 | 705,994 | ||||||
Net deferred income tax US GAAP adjustments to the net deferred income tax liability | Ps. | 1,578,170 | Ps. | 1,599,460 | ||||
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As of December 31, | ||||||||
2009 | 2010 | |||||||
Deferred IETU tax asset: | ||||||||
Accrued liabilities | Ps. | 24,124 | Ps. | 54,694 | ||||
Deferred IETU liability: | ||||||||
Fixed assets | Ps. | (151,597 | ) | Ps. | (196,513 | ) | ||
Others | (30,282 | ) | (37,237 | ) | ||||
(181,879 | ) | (233,750 | ) | |||||
Net deferred IETU tax liability under US GAAP | Ps. | (157,755 | ) | Ps. | (179,056 | ) | ||
Net deferred IETU tax liability under Mexican FRS | (537,616 | ) | (568,164 | ) | ||||
Net deferred IETU US GAAP adjustments | Ps. | 379,861 | Ps. | 389,108 | ||||
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December 31, | ||||||||
2009 | 2010 | |||||||
Taxes payable | Ps. | 39,610 | Ps. | 71,698 | ||||
Concession fees | 24,501 | 40,750 | ||||||
Due to Shareholder — ITA | 23,443 | 24,577 | ||||||
Other accounts payable | 81,266 | 105,795 | ||||||
Account payable supplier | 8,145 | 10,738 | ||||||
Other | 6,175 | — | ||||||
Total | Ps. | 183,140 | Ps. | 253,558 | ||||
(L) | Supplemental Cash Flow Information |
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For the years ended | ||||||||||||
December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Operating activities: | ||||||||||||
Net income under US GAAP | Ps. | 1,219,609 | Ps. | 919,236 | Ps. | 1,251,037 | ||||||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||||||
Allowance for doubtful accounts | 8,492 | 7,373 | 130,191 | |||||||||
Asset tax, tax on dividends, income tax and deferred income taxes | 446,311 | 469,176 | 418,164 | |||||||||
Deferred employees’ statutory profit sharing | 15,895 | (194 | ) | (1,706 | ) | |||||||
Deferred flat rate business tax | 95,558 | 175,554 | 26,297 | |||||||||
Depreciation and amortization | 378,561 | 411,602 | 441,248 | |||||||||
Other provisions | 23,411 | 23,443 | 24,577 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade receivables | (134,151 | ) | (146,997 | ) | (144,987 | ) | ||||||
Recoverable taxes and other current assets | (618,225 | ) | 44,378 | (155,261 | ) | |||||||
Trade accounts payable | 274,970 | (471,524 | ) | 1,930 | ||||||||
Payments of tax on dividends | (351,262 | ) | (191,130 | ) | (295,720 | ) | ||||||
Accrued expenses and other payables | (15,582 | ) | 2,185 | 2,156 | ||||||||
Cash flows provided by operating activities | 1,343,587 | 1,243,102 | 1,697,926 | |||||||||
Investing activities: | ||||||||||||
Proceeds from short-term investments | 55,022 | — | 11,494 | |||||||||
Purchases of short-term investments | — | (84,482 | ) | (18,938 | ) | |||||||
Purchase of other rights and machinery furniture and equipment | (935,772 | ) | (676,665 | ) | (719,904 | ) | ||||||
Cash flows used in investing activities | (880,750 | ) | (761,147 | ) | (727,348 | ) | ||||||
Financing activities: | ||||||||||||
Bank loans received | — | 600,000 | 920,000 | |||||||||
Bank loans paid | — | (54,545 | ) | (574,621 | ) | |||||||
Payment of dividends | (600,000 | ) | (1,884,000 | ) | (750,000 | ) | ||||||
Cash flows used in financing activities | (600,000 | ) | (1,338,545 | ) | (404,621 | ) | ||||||
(Decrease) increase in cash and cash equivalents | (137,163 | ) | (856,590 | ) | 565,957 | |||||||
Cash and cash equivalents at beginning of period | 1,870,675 | 1,733,512 | 876,922 | |||||||||
Cash and cash equivalents at end of period | Ps. | 1,733,512 | Ps. | 876,922 | Ps. | 1,442,879 | ||||||
Supplemental cash disclosures: | ||||||||||||
Flat rate tax | 75,943 | 142,685 | 116,894 | |||||||||
Interest paid | — | 11,355 | 41,451 | |||||||||
Income tax | 103,023 | 116,617 | 105,312 | |||||||||
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December 31, 2009 | ||||||||||||||||
Derivatives not accounted for as hedges | Balance Sheet | Notional | Carrying | Maturity | ||||||||||||
Assets: | Location | Amount | Value | Date | ||||||||||||
Forwards(a) | Accrued expenses and other payables | US | 21.7 | Ps. | 147 | 2010 | ||||||||||
Derivatives not accounted for as hedges | ||||||||||||||||
Liabilities: | December 31, 2009 | |||||||||||||||
Interest Rate Swaps | Bank loans | Ps. | 250,000 | Ps. | 1,105 | 2012 | ||||||||||
Interest Rate Swaps | Bank loans | Ps. | 100,0000 | Ps. | 259 | 2012 | ||||||||||
Interest Rate Swaps | Bank loans | Ps. | 250,000 | Ps. | 1,199 | 2012 |
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December 31, 2010 | ||||||||||||||||
Derivatives not accounted for as hedges | Balance Sheet | Notional | Carrying | Maturity | ||||||||||||
Assets: | Location | Amount | Value | Date | ||||||||||||
Forwards(a) | Accrued expenses and other payables | US | 21.7 | Ps. | 1,070 | 2015 | ||||||||||
Derivatives not accounted for as hedges | ||||||||||||||||
Liabilities: | December 31, 2010 | |||||||||||||||
Interest Rate Swaps | Bank loans | Ps. | 250,000 | Ps. | 1,408 | 2012 | ||||||||||
Interest Rate Swaps | Bank loans | Ps. | 100,0000 | Ps. | 409 | 2012 | ||||||||||
Interest Rate Swaps | Bank loans | Ps. | 250,000 | Ps. | 1,441 | 2012 |
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• | Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
• | Level 2 — Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs. (i.e., quoted prices for similar assets or liabilities.) |
• | Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). |
Asset and Liabilities Measured at fair value on a Recurring Basis |
December 31, 2009 | ||||||||||||||||
Quoted | Internal | Internal | ||||||||||||||
prices in | models | models | ||||||||||||||
active | with | with | ||||||||||||||
markets | significant | significant | ||||||||||||||
Balance as of | for identical | observable | unobservable | |||||||||||||
December 31, | assets | inputs | inputs | |||||||||||||
2009 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Forwards | Ps. | 147 | Ps. | — | Ps. | 147 | Ps. | — | ||||||||
Liabilities: | ||||||||||||||||
Derivatives financial instruments | Ps. | 2,563 | Ps. | — | Ps. | 2,563 | Ps. | — | ||||||||
Total | Ps. | 2,416 | Ps. | — | Ps. | 2,416 | Ps. | — | ||||||||
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December 31, 2010 | ||||||||||||||||
Quoted | Internal | Internal | ||||||||||||||
prices in | models | models | ||||||||||||||
active | with | with | ||||||||||||||
markets | significant | significant | ||||||||||||||
Balance as of | for identical | observable | unobservable | |||||||||||||
December 31, | assets | inputs | inputs | |||||||||||||
2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Forwards | Ps. | 1,070 | Ps. | — | Ps. | 1,070 | Ps. | — | ||||||||
Liabilities: | ||||||||||||||||
Derivatives financial instruments | Ps. | 3,281 | Ps. | — | Ps. | 3,281 | Ps. | — | ||||||||
Total | Ps. | 2,211 | Ps. | — | Ps. | 2,211 | Ps. | — | ||||||||
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Balance at | Balance at | |||||||||||||||
beginning | end | |||||||||||||||
Description | of Year | Additions | Deductions | of Year | ||||||||||||
Continuing operations: | ||||||||||||||||
Allowances for doubtful accounts: | ||||||||||||||||
Year ended December 31, 2008 | Ps. | 935 | Ps. | 8,492 | Ps. | — | Ps. | 9,427 | ||||||||
Year ended December 31, 2009 | 9,427 | 7,373 | (8,492 | ) | 8,308 | |||||||||||
Year ended December 31, 2010 | 8,308 | 130,191 | (5,363 | ) | 133,136 | |||||||||||
Continuing operations: | ||||||||||||||||
Valuation allowances deferred income tax: | ||||||||||||||||
Year ended December 31, 2008(1): | Ps. | 693,138 | Ps. | Ps. | (467,666 | ) | Ps. | 225,472 | ||||||||
Year ended December 31, 2009 | 225,472 | 16,452 | 241,924 | |||||||||||||
Year ended December 31, 2010 | 241,924 | (89,159 | ) | 152,765 |
(1): | Principally resulting from the change in tax law in Mexico. With the introduction of the IETU tax, certain airports began to calculate their deferred taxes on this basis rather than the regular income tax basis which had been used prior to the change in law. Therefore, all prior deferred tax balances, including the related valuation allowances previously established under income tax were cancelled and deferred taxes were established under the IETU tax basis. The resulting net effects were recognized in the income statement for the year. |
Chief Financial and Strategic Planning Officer
Grupo Aeroportuario del Sureste, S. A. B. de C. V.
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