Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (PAC)
Filed: 6 Jun 16, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
Commission File Number: 001-32751
Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
(Exact name of registrant as specified in its charter)
| Pacific Airport Group | United Mexican States | |
| (Translation of registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Avenida Mariano Otero No. 1249-B
Torre Pacífico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco
Mexico
(Address of principal executive offices)
Saúl Villarreal
Chief Financial Officer
Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
Avenida Mariano Otero No. 1249-B
Torre Pacífico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco
Mexico
Telephone: + 52 (33) 38801100 ext. 20151
svillarreal@aeropuertosgap.com.mx
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Series B Shares | New York Stock Exchange, Inc.* | |
American Depositary Shares (ADSs), each representing ten Series B 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. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:N/A
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Title of each class: | Number of Shares | |
| Series B Shares | 476,850,000 | |
| Series BB Shares | 84,150,000 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ¨ No x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
N/A
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ IFRS x Other ¨
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
EXPLANATORY NOTE
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (“GAP”) is filing this Amendment No. 1 on Form 20-F/A (the “Form 20-F/A”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2015 (the “2015 Form 20-F”) as originally filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2016.
Management’s Annual Report on Internal Control Over Financial Reporting (the “ICFR Report”) and the Report of Independent Registered Public Accounting Firm on Internal Controls (the “Attestation Report”), as included by GAP in Items 15(b) and 15(c) on pages 186 through 188, did not disclose that the management excluded an acquired business from its assessment of the effectiveness of internal control over financial reporting. GAP’s management’s assessment and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2015 excluded an assessment of the internal control over financial reporting of Desarrollo de Concesiones Aeroportuarias, S.L. (“DCA”). The Attestation Report was also dated February 24, 2016, rather than April 20, 2016, the date on which the auditor issued the report. The amended Item 15 excludes the acquisition of DCA from the ICFR Report and from the Attestation Report, and correctly dates the Attestation Report. This amendment does not contain any changes to part (a) of Item 15.
The Report of GAP’s Independent Registered Public Accounting Firm in the consolidated financial statements (the “Accountant’s Report”), as included by GAP in Item 18 on pages F-1 through F-2, was erroneously attached. The report initially attached did not make reference to the audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Accountant’s Report was dated February 24, 2016, rather than April 20, 2016, the date on which the auditor issued the report. This amendment replaces the previously filed Accountant’s Report with the corrected version of the Accountant’s Report. This amendment does not contain any changes to data or footnote disclosure in GAP’s consolidated financial statements, originally presented on pages F-3 through F-72.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, revise, update, amend or restate the information presented in any Item of the 2015 Form 20-F or reflect any events that have occurred after the filing of the 2015 Form 20-F.
| Item 15. | Controls and Procedures |
a) Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2015.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our internal control over financial reporting includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with international financial reporting standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our Chief ExecutiveOfficer and Chief Financial Officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2015. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control — Integrated Framework (2013).
Our management’s assessment and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2015 excludes, in accordance with applicable guidance provided by the SEC, an assessment of the internal control over financial reporting of DCA, which the Company acquired on April 20, 2015. DCA represented 6.9% and 10.4% of our net and total assets, respectively, as of December 31, 2015, and 12.3% and 12.7% of our revenues and net income, respectively, for the year ended December 31, 2015. No material changes in our internal control over financial reporting were identified as a result of this transaction.
Based on our assessment and those criteria, our management has concluded that our company maintained effective internal control over financial reporting as of December 31, 2015.
Our independent registered public accounting firm, Galaz, Yamazaki, Ruíz Urquiza, S.C. (member of Deloitte Touche Tohmatsu Limited), has issued an attestation report on the effectiveness of our internal control over financial reporting.
c) Report of Independent Registered Public Accounting Firm on Internal Controls
We have audited the internal control over financial reporting of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Desarrollo de Concesiones Aeroportuarias, S.L. (DCA), which was acquired on April 20, 2015 and whose financial statements constitute 6.9% and 10.4% of net and total assets, respectively, 12.3% of revenues, and 12.7% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2015. Accordingly, our audit did not include the internal control over financial reporting at DCA. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated April 20, 2016 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph regarding the translation of the Company’s consolidated financial statements into English.
Galaz, Yamazaki, Ruíz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu Limited
/s/ SALVADOR ARTURO SÁNCHEZ BARRAGÁN
C.P.C. Salvador Arturo Sánchez Barragán
Guadalajara, Jalisco, Mexico
April 20, 2016
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| Item 18. | Financial Statements |
See our consolidated financial statements beginning on page F-1, incorporated herein by reference. The following is an index to the financial statements:
Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries
| Page | ||||
| Report of Independent Registered Public Accounting Firm | F-1 | |||
| Consolidated Statements of Financial Position as of December 31, 2015, 2014 and 2013 | F-2 | |||
| Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013 | F-4 | |||
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013 | F-6 | |||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013 | F-7 | |||
| Notes to Consolidated Financial Statements | F-9 | |||
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.
| Grupo Aeroportuario del Pacífico, S.A.B. de C.V. | ||
| By: | /s/ SAÚL VILLARREAL GARCÍA | |
| Name: | Saúl Villarreal García | |
| Title: | Chief Financial Officer | |
Dated: June 3, 2016
Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
We have audited the accompanying consolidated financial statements of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2015, 2014 and 2013 and the consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity and of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries as of December 31, 2015, 2014 and 2013, and their results of operations, changes in their shareholders’ equity and their cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The accompanying consolidated financial statements have been translated into English solely for the convenience of readers.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 20, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Galaz, Yamazaki, Ruiz Urquiza, S. C.
Member of Deloitte Touche Tohmatsu Limited
/s/ SALVADOR ARTURO SÁNCHEZ BARRAGÁN
C.P.C. Salvador Arturo Sánchez Barragán
Guadalajara, Jalisco, Mexico
April 20, 2016
F-1