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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission File Number: 1-15132
Grupo Aeroportuario del Sureste, S.A. de C.V.
(Exact name of registrant as specified in its charter)
Southeast Airport Group United Mexican States
(Translation of registrant's (Jurisdiction of incorporation
name into English) or organization)
Bosque de Alisos No. 47A - 4th Floor
Bosques de las Lomas
05120 Mexico, D.F.
Mexico
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered
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Series B Shares, without par value, or shares New York Stock Exchange, Inc.*
American Depositary Shares, as evidenced by
American Depositary Receipts, ADSs,
each representing ten shares New York Stock Exchange, Inc.
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* 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
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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: Series B Shares, without par value: 255,000,000
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
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Indicate by check mark which financial statement item the registrant has elected
to follow:
Item 17 Item 18 X
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Item 1. Identity of Directors, Senior Management and Advisers............1
Item 2. Offer Statistics and Expected Timetable..........................1
Item 3. Key Information..................................................1
Selected Financial Data......................................1
Exchange Rates...............................................5
Risk Factors.................................................6
Forward Looking Statements..................................18
Item 4. Information on the Company......................................18
History and Development of the Company......................18
Business Overview...........................................24
Regulatory Framework........................................42
Organizational Structure....................................58
Property, Plant and Equipment...............................58
Item 5. Operating and Financial Review and Prospects....................59
Item 6. Directors, Senior Management and Employees......................75
Item 7. Major Shareholders and Related Party Transactions...............87
Major Shareholders..........................................87
Related Party Transactions..................................89
Item 8. Financial Information...........................................92
Dividends...................................................93
Item 9. The Offer and Listing...........................................94
Trading on the Mexican Stock Exchange.......................95
Item 10. Additional Information..........................................96
Exchange Controls..........................................110
Taxation...................................................110
Documents On Display.......................................115
Item 11. Quantitative and Qualitative Disclosures About Market Risk.....116
Item 12. Description of Securities Other Than Equity Securities.........116
Item 13. Defaults, Dividend Arrearages and Delinquencies................117
Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds...........................117
Item 15. Controls and Procedures........................................117
Item 16. Reserved.......................................................117
Item 16A. Audit Committee Financial Expert...............................117
Item 16B. Code of Ethics.................................................117
Item 16C. Principal Accountant Fees and Services.........................118
Item 16D. Exemptions from the Listing Standards for Audit Committees.....118
Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers..........................................118
Item 18. Financial Statements...........................................119
Item 19. Exhibits.......................................................120
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
SELECTED FINANCIAL DATA
We publish our financial statements in Mexican pesos. Pursuant to
generally accepted accounting principles in Mexico, or Mexican GAAP, financial
data for all periods in the financial statements included in Items 3, 5 and 8
and, unless otherwise indicated, throughout this Form 20-F have been restated in
constant pesos as of December 31, 2004.
This Form 20-F contains translations of certain peso amounts into U.S.
dollars at specified rates solely for the convenience of the reader. These
translations should not be construed as representations that the peso amounts
actually represent such U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts
have been translated from Mexican pesos at an exchange rate of Ps. 11.1495 to
U.S.$1.00, the exchange rate for pesos on December 31, 2004 as published by the
Mexican Ministry of Finance. On June 16, 2005 the Federal Reserve Bank of New
York's noon buying rate for Mexican pesos was Ps.10.7929 to U.S.$1.00.
The following table presents our summary consolidated financial
information and that of our subsidiaries for each of the periods indicated. This
information should be read in conjunction with, and is qualified in its entirety
by reference to, our financial statements, including the notes thereto. Our
financial statements are prepared in accordance with Mexican GAAP, which differs
in certain significant respects from generally accepted accounting principles in
the United States, or U.S. GAAP. A reconciliation to U.S. GAAP of our net income
and total stockholders' equity is also provided in this summary financial data.
Note 15 to our financial statements provides a description of the principal
differences between Mexican GAAP and U.S. GAAP as they relate to our business.
Mexican GAAP provides for the recognition of certain effects of
inflation by restating non-monetary assets and non-monetary liabilities using
the Mexican National Consumer Price Index, restating the components of
stockholders' equity using the Mexican National Consumer Price Index and
recording gains or losses in purchasing power from holding monetary liabilities
or assets. Mexican GAAP requires the restatement of all financial statements to
constant Mexican pesos as of the date of the more recent balance sheet
presented. Our audited financial statements and all other financial information
contained herein are accordingly presented in constant pesos with purchasing
power as of December 31, 2004 unless otherwise noted.
References in this annual report on Form 20-F to "dollars," "U.S.
dollars" or "U.S.$" are to the lawful currency of the United States of America.
References in this annual report on Form 20-F to "pesos" or "Ps." are to the
lawful currency of Mexico. We publish our financial statements in pesos.
This annual report on Form 20-F contains references to "workload
units," which are units measuring an airport's passenger traffic volume and
cargo volume. A workload unit currently is equivalent to one terminal passenger
or 100 kilograms (220 pounds) of cargo.
The summary financial and other information set forth below reflects
our financial condition, results of operations and certain operating data since
the year ended December 31, 2000.
Year ended December 31,
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2000 2001 2002 2003 2004
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(thousands (thousands of (thousands (thousands of (thousands (thousands of
of pesos) (1) pesos) (1) of pesos) (1) pesos) (1) of pesos) (1) dollars) (2)
Income statement data:
Mexican GAAP:
Revenues:
Aeronautical services(3)........... Ps. 1,193,285 Ps. 1,142,992 Ps. 1,095,247 Ps. 1,215,423 Ps. 1,481,254 $ 132,854
Non-aeronautical services(4)....... 205,756 202,990 261,645 327,339 494,722 44,372
Total revenues........................ 1,399,041 1,345,982 1,356,892 1,542,762 1,975,976 177,226
Operating expenses:
Costs of services.................. (326,024) (333,175) (376,160) (388,924) (467,345) (41,916)
Technical assistance fee(5)........ (63,380) (44,030) (40,933) (48,519) (66,956) (6,005)
Concession fee(6).................. (69,906) (67,288) (67,805) (77,110) (98,762) (8,858)
General and administrative expenses (122,097) (115,137) (117,016) (127,292) (105,756) (9,485)
Depreciation and amortization...... (350,635) (350,223) (366,511) (373,033) (399,547) (35,835)
Operating income...................... 466,999 436,129 388,467 527,884 837,610 75,127
Net comprehensive financing (cost) income (17,273) 40,339 29,716 25,470 (28,706) (2,575)
Income before taxes, employees'
statutory profit sharing and
extraordinary items................ 449,726 476,468 418,183 553,354 808,904 72,552
Provision for income taxes and
employees' statutory profit sharing (196,765) (176,531) (168,123) (243,975) (184,198) (16,521)
Income before extraordinary items..... 252,961 299,937 250,060 309,379 624,706 56,031
Extraordinary items................... -- (7,734) (9,126) (18,850) (17,714) (1,589)
Net income............................ 252,961 292,203 240,934 290,529 606,992 54,442
Basic and diluted earnings per share.. 0.84 0.97 0.80 0.97 2.02 0.18
Basic and diluted earnings per ADS
(unaudited)(7)..................... 8.43 9.74 8.03 9.68 20.23 1.81
U.S. GAAP:
Revenues.............................. 1,399,041 1,345,982 1,356,892 1,542,762 1,975,976 177,226
Operating income...................... 578,331 540,181 462,473 604,929 840,731 75,405
Net income (loss)..................... 345,496 340,905 (378,273) 283,414 248,465 22,285
Basic and diluted earnings per share.. 1.15 1.14 (1.26) 0.94 0.83 0.07
Basic and diluted earnings per ADS
(unaudited)(7)..................... 11.52 11.36 (12.61) 9.45 8.28 0.74
Dividends per share(8)................ -- -- 1.48 0.50 0.56 0.05
Other Operating Data (Unaudited):
Total passengers (thousands of
passengers)........................ 11,448.1 11,240.3 10,996.6 12,190.0 13,897.1 13,897.1
Total air traffic movements
(thousands of movements)........... 207.6 194.9 194.9 198.0 219.8 219.8
Total revenues per passenger (in
pesos or dollars).................. 122.2 119.7 123.4 126.6 142.2 12.8
Year ended December 31,
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2000 2001 2002 2003 2004
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(thousands (thousands of (thousands (thousands of (thousands (thousands of
of pesos) (1) pesos) (1) of pesos) (1) pesos) (1) of pesos) (1) dollars) (2)
Balance Sheet Data:
Mexican GAAP:
Cash and marketable securities...... Ps. 675,713 Ps. 1,015,947 Ps. 543,398 Ps. 747,241 Ps. 1,163,317 $ 104,338
Total current assets................ 813,571 1,234,478 790,496 1,074,815 1,435,077 128,712
Airport concessions, net............ 8,776,826 8,546,257 8,314,068 8,082,688 7,851,309 704,185
Rights to use airport facilities,
net.............................. 2,476,234 2,387,156 2,298,082 2,219,988 2,148,296 192,681
Total assets........................ 12,392,459 12,861,694 12,341,119 12,604,235 13,054,530 1,170,862
Current liabilities................. 91,417 93,301 134,328 164,028 191,728 17,196
Total liabilities................... 348,225 525,256 560,186 667,759 728,224 65,314
Net equity/stockholders' equity..... 12,044,234 12,336,439 11,780,932 11,936,476 12,326,306 1,105,548
U.S. GAAP:
Cash and cash equivalents........... 675,708 643,358 480,959 456,030 952,045 85,389
Total current assets................ 813,571 1,236,045 790,496 1,074,814 1,435,077 128,712
Airport concessions, net............ 360,169 304,764 250,904 193,991 138,586 12,430
Rights to use airport facilities.... 1,929,098 1,867,291 1,802,367 1,743,798 1,688,810 151,470
Total assets........................ 7,186,429 7,529,590 6,679,352 6,825,252 6,926,847 621,270
Total liabilities................... 91,418 93,706 135,041 161,623 191,474 17,173
Net equity/stockholders' equity..... 7,095,013 7,435,884 6,544,311 6,663,629 6,735,373 604,096
Cash Flow Data:
Mexican GAAP:
Resources provided by operating
activities....................... 859,540 737,165 613,809 690,659 1,122,818 100,706
Resources provided by (used in)
financing activities............. (356,667) -- (796,440) (134,986) (217,162) (19,477)
Resources used in investing
activities....................... (255,199) (396,932) (289,919) (351,830) (489,580) (43,910)
Increase in cash and marketable
securities....................... 247,674 340,233 (472,550) 203,843 416,076 37,319
U.S. GAAP: Cash flow
provided by operating
activities....................... 897,576 780,471 644,737 765,304 1,052,238 94,375
Cash flow used in financing
activities....................... (356,667) -- (796,440) (248,582) (241,287) (21,641)
Cash flow (used in) provided by
investing activities............. 11,748 (769,510) 130 (582,990) (329,114) (29,518)
Effect of inflation on cash and
cash equivalents................. (38,039) (43,311) (10,825) 41,338 14,178 1,272
Increase (decrease) in cash and
cash equivalents................. 514,618 (32,350) (162,398) (24,930) 496,015 44,488
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(1) Expressed in constant pesos with purchasing power as of December 31,
2004. Per share peso amounts are expressed in pesos (not thousands
of pesos).
(2) Translated into dollars at the rate of Ps. 11.1495 per U.S. dollar,
the Mexican Ministry of Finance exchange rate for Mexican pesos at
December 31, 2004. Per share dollar amounts are expressed in dollars
(not thousands of dollars).
(3) Revenues from aeronautical services include those earned from
passenger charges, landing charges, aircraft parking charges, charges
for airport security services and charges for use of passenger
walkways.
(4) Revenues from non-aeronautical services are earned from the leasing of
space in our airports, access fees collected from third parties
providing services at our airports and miscellaneous other sources.
(5) Since April 19, 1999, we have paid ITA a technical assistance fee
under the technical assistance agreement entered into in connection
with ITA's purchase of its series BB shares. This fee is described in
"Item 7. Major Shareholders and Related Party Transactions--Related
Party Transactions--Arrangements with ITA."
(6) Each of our subsidiary concession holders is required to pay a
concession fee to the Mexican government under the Mexican Federal
Duties Law. The concession fee is currently 5% of each concession
holder's gross annual revenues from the use of public domain assets
pursuant to the terms of its concession.
(7) Based on the ratio of 10 series B shares per ADS.
(8) Income tax was payable on the dividends because the distribution was
not made from our after-tax earnings account.
EXCHANGE RATES
The following table sets forth, for the periods indicated, the high,
low, average and period-end, free-market exchange rate expressed in pesos per
U.S. dollar. The average annual rates presented in the following table were
calculated by using the average of the exchange rates on the last day of each
month during the relevant period. The data provided in this table is based on
noon buying rates published by the Federal Reserve Bank of New York for cable
transfers in Mexican pesos. We have not restated the rates in constant currency
units. All amounts are stated in pesos. We make no representation that the
Mexican peso amounts referred to in this prospectus could have been or could be
converted into U.S. dollars at any particular rate or at all.
Exchange Rate
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Year Ended December 31, High Low Period End Average(1)
-------------------------------- ------ ----- ---------- ----------
2000............................ 10.09 9.18 9.62 9.47
2001............................ 9.97 9.03 9.16 9.34
2002............................ 10.43 9.00 10.43 9.75
2003............................ 11.40 10.11 11.24 10.79
2004............................ 11.64 10.81 11.31 11.15
December 2004............... 11.33 11.11 11.20 11.15
2005:
January 2005................ 11.41 11.17 11.26 11.21
February 2005............... 11.21 11.04 11.14 11.09
March 2005.................. 11.33 10.98 11.16 11.18
April 2005.................. 11.23 11.04 11.08 11.11
May 2005.................... 11.03 10.89 10.91 10.98
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(1) Average of month-end rates or daily rates, as applicable.
Source: Federal Reserve noon buying rate.
Except for the period from September through December 1982, during a
liquidity crisis, the Mexican Central Bank has consistently made foreign
currency available to Mexican private-sector entities (such as us) to meet their
foreign currency obligations. Nevertheless, in the event of renewed shortages of
foreign currency, there can be no assurance that foreign currency would continue
to be available to private-sector companies or that foreign currency needed by
us to service foreign currency obligations or to import goods could be purchased
in the open market without substantial additional cost.
Fluctuations in the exchange rate between the peso and the U.S. dollar
will affect the U.S. dollar value of securities traded on the Mexican Stock
Exchange, and, as a result, will likely affect the market price of the ADSs.
Such fluctuations will also affect the U.S. dollar conversion by the depositary
of any cash dividends paid in pesos.
On December 31, 2004, the Federal Reserve noon buying rate was Ps.
11.1540 per U.S. $1.00. On April 27, 2005, the Federal Reserve noon buying rate
was Ps. 11.0980 per U.S. $1.00.
For a discussion of the effects of fluctuations in the exchange rates
between the peso and the U.S. dollar, see "Item 10. Additional
Information--Exchange Controls."
RISK FACTORS
Risks Related to Our Operations
The September 11, 2001 terrorist attacks, international conflicts and health
epidemics have had a severe impact on the international air travel industry and
have adversely affected our business and may continue to do so in the future.
The events of September 11, 2001 resulted in a significant decline in
passenger traffic worldwide and future terrorist attacks could result
in similar declines.
The terrorist attacks on the United States on September 11, 2001 had a
severe adverse impact on the air travel industry, particularly on U.S. carriers
and carriers operating international service to and from the United States.
Airline traffic in the United States fell precipitously after the attacks. In
Mexico, airline and passenger traffic decreased substantially, although the
decrease was less severe than in the United States. Our airports experienced a
significant decline in passenger traffic following September 11, 2001. Any
future terrorists attacks, whether or not involving aircraft, will likely
adversely affect our business, results of operations, prospects and financial
condition.
Security enhancements following the events of September 11, 2001 have
resulted in increased costs.
The air travel business is susceptible to increased costs resulting
from enhanced security and higher insurance and fuel costs. Following the events
of September 11, we reinforced security at our airports. For a description of
the security measures that we adopted, see "Item 4. Information on the
Company--Business Overview--Non-Aeronautical Services--Airport Security." While
enhanced security at our airports has not resulted in a significant increase in
our operating costs to date, we may be required to adopt additional security
measures in the future. In addition, our general liability insurance premiums
for 2002 increased substantially relative to our 2001 premiums and may rise
again in the future. Since October 2001, we carry a U.S.$50 million insurance
policy covering liabilities resulting from terrorist acts. Because our insurance
policies do not cover losses resulting from war in any amount or from terrorism
for amounts greater than U.S.$50 million, we could incur significant costs if we
were to be directly affected by events of this nature. Any such increase in our
operating costs will have an adverse effect on our results of operations.
The users of airports, principally airlines, have been subject to
increased costs following the September 11 events. Airlines have been required
to adopt additional security measures and may be required to comply with more
rigorous security guidelines in the future. Premiums for aviation insurance have
increased substantially and could escalate further. While governments in other
countries have agreed to indemnify airlines for liabilities they might incur
resulting from terrorist attacks, the Mexican government has not done so and has
given no indication of an intention to do the same. In addition, fuel prices and
supplies, which constitute a significant cost for airlines using our airports,
may be subject to increases resulting from any future terrorist attacks, a
general increase in international hostilities or a reduction in output of fuel,
voluntary or otherwise, by oil producing countries. Such increases in airlines'
costs have resulted in higher airline ticket prices and decreased demand for air
travel generally, thereby having an adverse effect on our revenues and results
of operations. In addition, because a substantial majority of our international
flights involve travel to the U.S., we may be required to comply with security
directives of the U.S. Federal Aviation Authority, in addition to the directives
of Mexican aviation authorities.
International events could have a negative impact on international air
travel
Historically, a substantial majority of our revenues have been
aeronautical services, and our principal source of aeronautical revenues is
passenger charges. Passenger charges are payable for each passenger (other than
diplomats, infants, transfer and transit passengers) departing from the airport
terminals we operate, collected by the airlines and paid to us. In 2004,
passenger charges represented 60.3% of our total revenues. Events such as the
war in Iraq and public health crises such as Severe Acute Respiratory Syndrome
(or "SARS") have negatively affected the frequency and pattern of air travel
worldwide. Because our revenues are largely dependent on the level of passenger
traffic in our airports, any general increase of hostilities relating to
reprisals against terrorist organizations, further conflict in the Middle East,
outbreaks of health epidemics such as SARS or other events of general
international concern (and any related economic impact of such events) could
result in decreased passenger traffic and increased costs to the air travel
industry and, as a result, could cause a material adverse effect on our
business, results of operations, prospects and financial condition.
Our business is highly dependent upon revenues from Cancun International
Airport.
In 2003 and 2004, Ps. 1,135.6 million and Ps. 1,510.4 million,
respectively, or 73.6% and 76.4% respectively, of our revenues were derived from
operations at Cancun International Airport. During 2003 and 2004, Cancun
International Airport represented 71.2% and 72.0%, respectively, of our
passenger traffic and 44.1% and 44.4%, respectively, of our air traffic
movements. The desirability of Cancun as a tourist destination and the level of
tourism to the area is dependent on a number of factors, many of which are
beyond our control. We cannot assure you that tourism to Cancun will not decline
in the future. Any event or condition affecting Cancun International Airport or
the areas that it serves could have a material adverse effect on our business,
results of operations, prospects and financial condition.
Our business is highly dependent upon the operations of Mexico City
International Airport.
For the years ended December 2002, 2003 and 2004, approximately 80.6%,
82.0% and 78.9%, respectively, of our domestic passengers flew to or from our
airports via Mexico City International Airport. As a result, our domestic
traffic is highly dependent upon the operations of Mexico City International
Airport. Mexico City International Airport is currently in the process of
increasing its capacity, but we cannot assure you that the airport's operations
will not decrease in the future, that the capacity increase will be completed
or, if completed, result in an increase in passenger traffic at our airports.
Any event or condition that adversely affects Mexico City International Airport
could adversely affect our business, results of operations, prospects and
financial condition.
The Mexican government could grant new concessions that compete with our
airports.
The Mexican government could grant additional concessions to operate
existing government-managed airports, or authorize the construction of new
airports, that could compete directly with our airports. For example, the
Mexican state of Quintana Roo has formed a majority state-owned company to seek
a concession from the Mexican federal government to build and operate a new
airport in the Mayan Riviera region of the state. We have no further details on
the construction or projected opening of the airport and are unable to predict
the effect that it may have on our passenger traffic or operating results if the
project is successfully carried out. Any competition from this or other such
airports could have a material adverse effect on our business and results of
operations. Generally, the grant of a concession for a new or existing airport
is required to be made pursuant to a public bidding process. In the event that a
competing concession is offered in a public bidding process, we cannot assure
you that we would participate in such process, or that we would be successful if
we did participate. In addition, in certain circumstances, the Mexican
government can grant concessions without conducting a public bidding process.
Please see "Grants of new concessions" below. Grants of new concessions that
compete with our airports could adversely affect our business, results of
operations, prospects and financial condition.
We provide a public service regulated by the Mexican government and our
flexibility in managing our aeronautical activities is limited by the regulatory
environment in which we operate.
Our aeronautical fees charged to airlines and passengers are, like most
airports in other countries, regulated. In 2002, 2003 and 2004, approximately
80.7%, 78.8% and 75.0%, respectively, of our total revenues were earned from
aeronautical services, which are subject to price regulation under our maximum
rates. These regulations may limit our flexibility in operating our aeronautical
activities, which could have a material adverse effect on our business, results
of operations, prospects and financial condition. In addition, several of the
regulations applicable to our operations and that affect our profitability are
authorized (as in the case of our master development programs) or established
(as in the case of our maximum rates) by the Ministry of Communications and
Transportation for five-year terms. Except under limited circumstances, we
generally do not have the ability unilaterally to change our obligations (such
as the investment obligations under our master development programs or the
obligation under concessions to provide a public service) or increase our
maximum rates applicable under those regulations should our passenger traffic or
other assumptions on which the regulations were based change during the
applicable term. In addition, there can be no assurance that this price
regulation system will not be amended in a manner that would cause additional
sources of our revenues to be regulated.
We cannot predict how the regulations governing our business will be applied.
Many of the laws, regulations and instruments that regulate our
business were adopted or became effective in 1999, and there is only a limited
history that would allow us to predict the impact of these legal requirements on
our future operations. In addition, although Mexican law establishes ranges of
sanctions that might be imposed should we fail to comply with the terms of one
of our concessions, the Mexican Airport Law and its regulations or other
applicable law, we cannot predict the sanctions that are likely to be assessed
for a given violation within these ranges. We cannot assure you that we will not
encounter difficulties in complying with these laws, regulations and
instruments. Moreover, there can be no assurance that the laws and regulations
governing our business will not change.
The Ministry of Communications and Transportation has announced that it
intends to establish a new, independent regulatory agency to supervise the
operation of our airports, as well as those of other airports that have been
opened to private investment. For further information on this agency, see "Item
4. Information on the Company--Regulatory Framework--New Regulatory Agency." We
cannot predict whether or when this new agency will be organized, the scope of
its authority, the actions that it will take in the future or the effect of any
such actions on our business.
If we exceed the maximum rate at any airport at the end of any year, we could be
subject to sanctions.
Historically, we have set the prices we charge for regulated services
at each airport as close as possible to the prices we are allowed to charge
under the maximum rate for that airport. We expect to continue to pursue this
pricing strategy in the future. For example, in 2004, our revenues subject to
maximum rate regulation represented 98.8% of the amount we were entitled to earn
under the maximum rates for all of our airports. There can be no assurance that
we will be able to establish prices in the future that allow us to collect
virtually all of the revenue we are entitled to earn from services subject to
price regulation.
The specific prices we charge for regulated services are determined
based on various factors, including projections of passenger traffic volumes,
the Mexican producer price index (excluding petroleum) and the value of the peso
relative to the U.S. dollar. These variables are outside of our control. Our
projections could differ from the applicable actual data, and, if these
differences occur at the end of any year, they could cause us to exceed the
maximum rate at any one or more of our airports during that year.
If we exceed the maximum rate at any airport at the end of any year,
the Ministry of Communications and Transportation may assess a fine and may
reduce the maximum rate at that airport in the subsequent year. The imposition
of sanctions for violations of certain terms of a concession, including for
exceeding the airport's maximum rates, can result in termination of the
concession if the relevant term has been violated and sanctions have been
imposed at least three times. In the event that any one of our concessions is
terminated, our other concessions may also be terminated.
A devaluation of the peso may cause us to exceed our maximum rates.
Our tariffs for the services that we provide to international flights
or international passengers are generally denominated in U.S. dollars, but are
paid in Mexican pesos based on the average exchange rate for the month prior to
each flight. We generally collect passenger charges from airlines 30 to 115 days
following the date of each flight. We intend to charge prices that are as close
as possible to our maximum chargeable rates. Because we generally are entitled
to adjust our specific prices only once every six months (or earlier upon a
cumulative increase of 5% in the Mexican producer price index (excluding
petroleum)), a devaluation of the peso, particularly late in the year, could
cause us to exceed the maximum rates at one or more of our airports which could
lead 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.
The price regulatory system applicable to our airports does not guarantee that
our consolidated results of operations, or that the results of operations of any
airport, will be profitable.
The system of price regulation applicable to our airports establishes
an annual maximum rate for each airport, which is the maximum annual amount of
revenues per work load unit (which is equal to one passenger or 100 kilograms
(220 pounds) of cargo) that we may earn at that airport from services subject to
price regulation. The maximum rates for our airports have been determined for
each year through December 31, 2008. For a discussion of the framework for
establishing our maximum rates and the application of these rates, see "Item 4.
Information on the Company--Regulatory Framework--Price Regulation." Under the
terms of our concessions, there is no guarantee that the results of operations
of any airport will be profitable.
Our concessions provide that an airport's maximum rates will be
adjusted periodically for inflation. Although we are entitled to request
additional adjustments to an airport's maximum rates under certain
circumstances, our concessions provide that such a request will be approved only
if the Ministry of Communications and Transportation determines that certain
events specified in our concessions have occurred. The circumstances under which
we are entitled to an adjustment are described under "Item 4. Information on the
Company--Regulatory Framework--Price Regulation--Special Adjustments to Maximum
Rates." Therefore, there can be no assurance that any such request would be
granted.
Our concessions may be terminated under various circumstances, some of which are
beyond our control.
We operate each of our airports under a 50-year concession granted as
of November 1, 1998 by the Mexican government. A concession may be terminated
for a variety of reasons. For example, a concession may be terminated if we fail
to make the committed investments required by the terms of that concession. In
addition, in the event that we exceed the applicable maximum rate at an airport
in any year, the Ministry of Communications and Transportation is entitled to
reduce the applicable maximum rate at that airport for the subsequent year and
assess a penalty. Violations of certain terms of a concession (including
violations for exceeding the applicable maximum rate) can result in termination
only if sanctions have been imposed for violation of the relevant term at least
three times. Violations of other terms of a concession can result in the
immediate termination of the concession. We would face similar sanctions for
violations of the Mexican Airport Law or its regulations. Although we believe we
are currently complying with the principal requirements of the Mexican Airport
Law and its regulations, we are not in compliance with certain requirements
under the regulations. These violations could result in fines or other sanctions
being assessed by the Ministry of Communications and Transportation, and are
among the violations that could result in termination of a concession if they
occur three or more times. For a description of the consequences that may result
from the violation of various terms of our concessions, the Mexican Airport Law
or its regulations, see "Item 4. Information on the Company--Regulatory
Framework--Penalties and Termination and Revocation of Concessions and
Concession Assets." Under applicable Mexican law and the terms of our
concessions, our concessions may also be made subject to additional conditions,
which we may be unable to meet. Failure to meet these conditions may also result
in fines, other sanctions and the termination of the concessions.
In addition, the Mexican government may terminate one or more of our
concessions at any time through reversion, if, in accordance with applicable
Mexican law, it determines that it is in the public interest to do so. In the
event of a reversion of the public domain assets that are the subject of our
concessions, the Mexican government under Mexican law is required to compensate
us for the value of the concessions based on the results of an audit performed
by appraisers. There can be no assurance that we will receive compensation
equivalent to the value of our investment in our concessions and related assets
in the event of such a revocation.
In the event that any one of our concessions is terminated, whether
through revocation or otherwise, our other concessions may also be terminated.
Thus, the loss of any concession would have a material adverse effect on our
business and results of operations. For a discussion of events which may lead to
a termination of a concession, see "Item 4. Information on the
Company--Regulatory Framework--Penalties and Termination and Revocation of
Concessions and Concession Assets." Moreover, we are required to continue
operating each of our nine airports for the duration of our concessions, even if
one or more of them are unprofitable.
Competition from other tourist destinations could adversely affect our business.
One of the principal factors affecting our results of operations and
business is the number of passengers using our airports. The number of
passengers using our airports may vary as a result of factors beyond our
control, including the level of tourism in Mexico. In addition, our passenger
traffic volume may be adversely affected by the attractiveness, affordability
and accessibility of competing tourist destinations in Mexico, such as Acapulco,
Puerto Vallarta and Los Cabos, or elsewhere, such as Puerto Rico, Florida, Cuba,
Jamaica, the Dominican Republic and other Caribbean island and Central American
destinations. The attractiveness of the destinations we serve is also likely to
be affected by perceptions of travelers as to the safety and political and
social stability of Mexico. There can be no assurance that tourism levels in the
future will match or exceed current levels.
The loss of one or more of our key customers could result in a loss of a
significant amount of our revenues.
Airlines and other entities controlled by Cintra, S.A. de C.V., a
holding company of the Mexican government, collectively accounted for
approximately 26.7%, 22.6% and 19.5% of the revenues generated by our airports
in 2002, 2003 and 2004, respectively. In addition, in recent years American
Airlines and Continental Airlines have accounted for a significant portion of
the revenues generated by our airports (6.7% and 5.6%, respectively, in 2003 and
6.8% and 5.4%, respectively, in 2004). The global airline industry continues to
experience significant financial difficulties, marked by the filing for
bankruptcy protection of several major carriers in the U.S. in recent years. Our
business and results of operations could be adversely affected if we do not
continue to generate comparable portions of our revenue from our key customers.
We do not have contracts with any airlines that obligate them to continue
providing service to our airports. We can offer no assurance that competing
airlines would seek to increase their flight schedules if any of our key
customers reduced their use of our airports. We expect that we will continue to
generate a significant portion of our revenues from a relatively small number of
airlines in the foreseeable future. In addition, Cintra has announced publicly
that it intends to sell all or a portion of its ownership interest in its
airlines, and we can offer no assurance that these airlines, operating
independently of Cintra, would continue to use any or all of our airports. Our
business and results of operations could be adversely affected if we do not
continue to generate comparable portions of our revenue from our key customers.
In addition, Mexican law prohibits an international airline from
transporting passengers from one Mexican location to another (unless the flight
originated outside Mexico), which limits the number of airlines providing
domestic service in Mexico. Accordingly, we expect to continue to generate a
significant portion of our revenues from domestic travel from a limited number
of airlines.
Our results of operations may be adversely affected by required efficiency
adjustments to our maximum rates.
Our maximum rates are subject to annual efficiency adjustments, which
have the effect of reducing the maximum rates for each year to reflect projected
efficiency improvements. For the five-year term ending December 31, 2008, an
annual efficiency adjustment factor of 0.75% was established by the Ministry of
Communications and Transportation. Future annual efficiency adjustments will be
determined by the Ministry of Communications and Transportation in connection
with the setting of each airport's maximum rates every five years. For a
description of these efficiency adjustments, see "Item 4. Information on the
Company--Regulatory Framework--Price Regulation--Methodology for Determining
Future Maximum Rates." We cannot assure you that we will achieve efficiency
improvements sufficient to allow us to maintain or increase our operating income
as a result of the progressive decrease in each airport's maximum rate.
The operations of our airports may be disrupted due to the actions of third
parties, which are beyond our control.
As is the case with most airports, the operation of our airports is
largely dependent on the services of third parties, such as air traffic control
authorities and airlines. We are also dependent upon the Mexican government or
entities of the government for provision of services such as energy, supply of
fuel to aircraft at our airports and immigration services for our international
passengers. We are not responsible for and cannot control the services provided
by these parties. Any disruption in or adverse consequence resulting from their
services, including a work stoppage or other similar event, may have a material
adverse effect on the operation of our airports and on our results of
operations.
Natural disasters could adversely affect our business.
From time to time, the southeast region of Mexico, like other Caribbean
destinations, experiences hurricanes, particularly during the third quarter of
each year. Portions of the southeast region also experience earthquakes from
time to time. Natural disasters may impede operations, damage infrastructure
necessary to our operations or adversely affect the destinations served by our
airports. Any of these events could reduce our passenger traffic volume. The
occurrence of natural disasters in the destinations we serve could adversely
affect our business, results of operations, prospects and financial condition.
We have insured the physical facilities at our airports against damage caused by
natural disasters, accidents or other similar events, but do not have insurance
covering losses due to resulting business interruption. Moreover, should losses
occur, there can be no assurance that losses caused by damages to the physical
facilities will not exceed the pre-established limits on the policies.
In September 2004, we temporarily closed our Cancun and Cozumel
airports as a safety precaution in anticipation of Hurricane Ivan. Cancun
airport was closed for approximately 6.5 hours and approximately 80 flights were
either cancelled or rescheduled as a result of the hurricane. However, half of
these flights were cancelled or rescheduled due to precautionary decisions made
by the airlines themselves and were not due to the temporary closure of the
airport. The adverse weather conditions resulting from the hurricane caused very
minor damages to the airport. Cozumel Airport closed for approximately 36 hours
and approximately 9 flights were cancelled. No recorded damage nor passenger
injuries resulted from the hurricane due to the precautionary measures that we
took. In September 2002, hurricane Isidore caused significant damages to the
state of Yucatan and to our airport in Merida, which was closed to commercial
traffic for 27 hours, resulting in the cancellation of 100 flights.
Additionally, the airport sustained property damage of Ps. 9.3 million, of which
Ps. 5.6 million was covered by insurance.
Our business could be adversely affected by a downturn in the U.S. economy.
In 2003 and 2004, 69.1% and 69.4%, respectively, of the international
passengers served by our airports arrived or departed on flights originating in
or departing to the United States. Thus, our business is dependent on the
condition of the U.S. economy, and is particularly influenced by trends in the
United States relating to leisure travel, consumer spending and international
tourism. Events and conditions affecting the U.S. economy may adversely affect
our business, results of operations, prospects and financial condition.
We cannot predict what effect any future terrorist attacks or
threatened attacks on the United States or any retaliatory measures taken by the
United States in response to these events may have on the U.S economy. An
economic downturn in the United States may negatively affect our results of
operations and a prolonged economic crisis in the United States will likely have
a material adverse effect on our results of operations.
ITA has substantial influence over our management and its interests may differ
from those of other stockholders.
ITA holds series BB shares representing 15.0% of our capital stock,
which provide it with special management rights. For example, ITA is allowed to
appoint and remove our chief executive officer and at least half of our other
executive officers (currently two of four) and to elect two members of our board
of directors. ITA also has the right to veto certain actions requiring approval
of our stockholders. Our bylaws also provide ITA veto rights with respect to
certain corporate actions so long as its series BB shares represent at least
7.65% of our capital stock. Special rights granted to ITA are more fully
discussed in "Item 10. Additional Information" and "Item 7. Major Shareholders
and Related Party Transactions."
As a result, ITA, as our principal stockholder, is likely to
substantially influence our management and matters requiring the approval of our
stockholders. The interests of ITA may differ from those of our other
stockholders, and there can be no assurance that ITA would exercise its rights
in ways that favor the interests of our other stockholders.
Our operations are at greater risk of disruption due to the dependence of most
of our airports on a single commercial runway.
As is the case with many other domestic and international airports
around the world, most of our airports, including Cancun International Airport,
have only one commercial aviation runway. While we seek to keep our runways in
good working order and to conduct scheduled maintenance during off-peak hours,
we cannot assure you that the operation of our runways will not be disrupted due
to required maintenance or repairs. In addition, our runways may require
unscheduled repair or maintenance due to natural disasters, aircraft accidents
and other factors that are beyond our control. The closure of any runway for a
significant period of time could have a material adverse effect on our business,
results of operations, prospects and financial condition.
Due to a significant increase in passengers at Cancun International
Airport, we have requested that the Mexican federal government provide us with
the land necessary for the construction of a second runway at this airport. The
Mexican federal government has expropriated or purchased a substantial majority
of the land needed for the expansion, and is in the process of negotiating for
the acquisition of the rest of the land. There can be no assurance that the
Mexican government will complete this process or that the Mexican federal
government will provide us with the opportunity to acquire the land necessary to
construct the new runway. If we are unable to carry out the construction of this
second runway, it could limit the growth of our business and adversely affect
our results of operations, future prospects or financial condition.
Risks Related to Mexico
Economic developments in Mexico may adversely affect our business and results of
operations.
Although a substantial portion of our revenues is derived from foreign
tourism, domestic passengers in recent years have represented approximately half
of the passenger traffic volume in our airports. In addition, all of our assets
are located, and all of our operations are conducted, in Mexico. As a result,
our business, financial condition and results of operation could be adversely
affected by the general condition of the Mexican economy, by a devaluation of
the peso, by inflation and high interest rates in Mexico, or by political
developments in Mexico.
Mexico has experienced adverse economic conditions.
Mexico has experienced adverse economic conditions, including high
levels of inflation. From 1982 to 1987, Mexico experienced periods of slow or
negative growth, high inflation, large devaluations of the peso and limited
availability of foreign currency. In the late 1980s and early 1990s, Mexico's
growth rate increased, the inflation rate declined and the U.S. dollar/peso
exchange rate was relatively stable. Beginning in December 1994 and continuing
through 1995, Mexico experienced an economic crisis characterized by exchange
rate instability, devaluation of the peso, high inflation, high domestic
interest rates, negative economic growth, reduced consumer purchasing power, and
high unemployment.
The economic crisis occurred in the context of a series of internal
disruptions and political events, including a large current account deficit,
civil unrest in the southern state of Chiapas (in which one of our airports is
located), the assassination of two prominent political figures, a substantial
outflow of capital, and a significant devaluation of the peso.
In response, the Mexican government implemented a broad economic reform
program. Economic conditions in Mexico improved in 1996 and 1997. However, a
combination of factors led to a slowdown in Mexico's economic growth in 1998.
Notably, the decline in the international price of oil resulted in a reduction
of federal revenues, approximately one-third of which are derived from petroleum
taxes and duties. In addition, the economic crises in Asia and Russia and the
financial turmoil in Argentina, Brazil, Venezuela and elsewhere produced greater
volatility in the international financial markets, which further slowed Mexico's
economic growth. The Mexican government has reported that real GDP grew by 6.6%
in 2000 and decreased by 0.3% in 2001. The Mexican government estimates that GDP
growth in 2002 was approximately 0.9%. In 2003, inflation in Mexico was 3.98%,
interest rates on 28-day Mexican government treasury securities averaged 6.31%
and the peso depreciated by 7.6% (in nominal terms) against the U.S. dollar. The
Mexican government estimates that GDP growth in 2003 was approximately 1.3% and
approximately 3.8% in 2004. In 2004, inflation in Mexico was 5.2%, interest
rates on 28-day Mexican government treasury securities averaged 7.2% and the
peso appreciated by 0.8% (in nominal terms) against the U.S. dollar.
We cannot assure you that similar events will not occur, or that any
recurrence of these or similar events will not adversely affect our business,
results of operations, prospects and financial condition.
Depreciation or fluctuation of the peso relative to the U.S. dollar could
adversely affect our results of operations and financial condition.
Following the devaluation of the peso in December 1994, the aggregate
passenger traffic volume in our airports in 1995 decreased as compared to the
prior year, reflecting a decrease in domestic passenger traffic volume which
more than offset an increase in international passenger traffic volume. Any
future depreciation of the peso is likely to reduce our aggregate passenger
traffic volume, which may have a material adverse effect on our results of
operations. In addition, we cannot assure you that any future devaluation would
result in an increase in international passenger traffic.
Devaluation or depreciation of the peso against the U.S. dollar may
adversely affect the dollar value of an investment in the ADSs and the series B
shares, as well as the dollar value of any dividend or other distributions that
we may make.
As of December 31, 2004 less than one percent of our liabilities
(U.S.$1.9 million) were dollar-denominated. Although we currently intend to fund
the investments required by our business strategy through cash flow from
operations, we may incur dollar-denominated debt to finance all or a portion of
these investments. A devaluation of the peso would increase the debt service
cost of any dollar-denominated indebtedness that we may incur and result in
foreign exchange losses.
Severe devaluation or depreciation of the peso may also result in the
disruption of the international foreign exchange markets and may limit our
ability to transfer or to convert pesos into U.S. dollars and other currencies.
Political conditions in Mexico could materially and adversely affect Mexican
economic policy and, in turn, our operations.
The national elections held on July 2, 2000 ended 71 years of rule by
the Institutional Revolutionary Party ("PRI") with the election of President
Vicente Fox Quesada, a member of the National Action Party ("PAN") and resulted
in the increased representation of opposition parties in the Mexican Congress
and in mayoral and gubernatorial positions. No single party currently has a
majority in the Congress or Senate. This shift in political power has
transformed Mexico from a one-party state to a pluralist democracy. Multiparty
rule is still relatively new in Mexico and could result in economic or political
conditions that could materially and adversely affect our operations. The lack
of a majority party in the legislature, the lack of alignment between the
legislature and the President and any changes that result from the presidential
and congressional election scheduled for July 2006 could result in instability
or deadlock and prevent the timely implementation of economic reforms, which in
turn could have a material adverse effect on the Mexican economy and on our
business.
Increased environmental regulation and enforcement in Mexico may affect us.
The level of environmental regulation in Mexico has significantly
increased in recent years, and the enforcement of environmental laws is becoming
substantially more stringent. We expect this trend to continue and to be
stimulated by international agreements between Mexico and the United States.
There can be no assurance that environmental regulations or their enforcement
will not change in a manner that could have a material adverse effect on our
business, results of operations, prospects or financial condition.
Developments in other countries may affect us.
The market value of securities of Mexican companies may be, to varying
degrees, affected by economic and market conditions in other countries. Although
economic conditions in these countries may differ significantly from economic
conditions in Mexico, investors' reactions to developments in any of these other
countries may have an adverse effect on the market value of securities of
Mexican issuers. In past years, prices of both Mexican debt and equity
securities have been adversely affected by the sharp drop in Asian securities
markets and the economic crises in Russia, Brazil, Argentina and Venezuela.
There can be no assurance that the market value of our securities will not be
adversely affected by events elsewhere.
In addition, in recent years, economic conditions in Mexico have become
increasingly correlated to economic conditions in the United States. Therefore,
adverse economic conditions in the United States could have a significant
adverse effect on the Mexican economy. There can be no assurance that the market
value of our securities will not be adversely affected by events elsewhere.
You may not be entitled to participate in future preemptive rights offerings.
Under Mexican law, if we issue new shares for cash as part of a capital
increase, we generally must grant our shareholders the right to purchase a
sufficient number of shares to maintain their existing ownership percentage in
ASUR. Rights to purchase shares in these circumstances are known as preemptive
rights. We may not legally be permitted to allow holders of ADSs in the United
States to exercise any preemptive rights in any future capital increase unless
we file a registration statement with the U.S. Securities and Exchange
Commission, or SEC, with respect to that future issuance of shares, or the
offering qualifies for an exemption from the registration requirements of the
Securities Act of 1933, as amended.
At the time of any future capital increase, we will evaluate the costs
and potential liabilities associated with filing a registration statement with
the SEC and any other factors that we consider important to determine whether we
will file such a registration statement.
We cannot assure you that we will file a registration statement with
the SEC to allow holders of ADSs or shares in the United States to participate
in a preemptive rights offering. In addition, under current Mexican law, sales
by the depository of preemptive rights and distribution of the proceeds from
such sales to you, the ADS holders, is not possible. As a result, your equity
interest in ASUR may be diluted proportionately.
Corporate disclosure.
There may be less or different publicly available information about
issuers of securities in Mexico than is regularly published by or about issuers
of securities in certain countries with highly developed capital markets. In
addition, differences in accounting and other reporting principles and standards
may cause our results to differ substantially from those results that would have
been obtained using other principles and standards, such as U.S. GAAP.
FORWARD LOOKING STATEMENTS
This Form 20-F contains forward-looking statements. We may from time to
time make forward-looking statements in our periodic reports to the Securities
and Exchange Commission on Forms 20-F and 6-K, in our annual report to
shareholders, in offering circulars and prospectuses, in press releases and
other written materials, and in oral statements made by our officers, directors
or employees to analysts, institutional investors, representatives of the media
and others. Examples of such forward-looking statements include:
o projections of operating revenues, net income (loss), net income (loss) per
share, capital expenditures, dividends, capital structure or other
financial items or ratios,
o statements of our plans, objectives or goals,
o statements about our future economic performance or that of Mexico or other
countries in which we operate, and
o statements of assumptions underlying such statements.
Words such as "believe," "anticipate," "plan," "expect," "intend,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should"
and similar expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties. We
caution you that a number of important factors could cause actual results to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements. These factors, some of
which are discussed above under "Risk Factors," include material changes in the
performance or terms of our concessions, developments in legal proceedings,
economic and political conditions and government policies in Mexico or
elsewhere, inflation rates, exchange rates, regulatory developments, customer
demand and competition. We caution you that the foregoing list of factors is not
exclusive and that other risks and uncertainties may cause actual results to
differ materially from those in forward-looking statements.
Forward-looking statements speak only as of the date they are made, and
we do not undertake any obligation to update them in light of new information or
future developments.
Item 4. Information on the Company
HISTORY AND DEVELOPMENT OF THE COMPANY
Grupo Aeroportuario del Sureste, S.A. de C.V., or ASUR, is a
corporation (sociedad anonima de capital variable) organized under the laws of
Mexico. We were incorporated in 1998 as part of the Mexican government's program
for the opening of Mexico's airports to private-sector investment. The duration
of our corporate existence is 100 years. We are a holding company and conduct
all of our operations through our subsidiaries. The terms "ASUR," "we" and "our"
in this annual report refer both to Grupo Aeroportuario del Sureste, S.A. de
C.V. as well as Grupo Aeroportuario del Sureste, S.A. de C.V. together with its
subsidiaries. Our registered office is located at Bosque de Alisos No. 47A,
Bosques de las Lomas, 05120 Mexico, D.F., Mexico, telephone (5255) 5284-0400.
Investment by ITA
As part of the opening of Mexico's airports to investment, in 1998 the
Mexican government sold a 15% equity interest in ASUR to ITA pursuant to a
public bidding process. Currently, Fernando Chico Pardo holds 51% of ITA's
shares and Copenhagen Airports A/S holds 49% of ITA's shares.
Fernando Chico Pardo became a stockholder in ITA in April 2004 when he
acquired the 24.5% ownership stake of French group Vinci, S.A. in ITA and a
13.5% ownership stake of Spanish Ferrovial Aeropuertos, S.A in ITA. At the same
time, Copenhagen Airports A/S acquired Ferrovial Aeropuertos, S.A.'s 11.0%
ownership interest in ITA, thereby increasing its participation in ITA from
25.5% to 36.5%. Fernando Chico Pardo acquired an additional 25.5% ownership
stake in ITA through the exercise of his right of first refusal following the
auction of such shares by NAFIN, a Mexican national credit institution and
development bank controlled by the Mexican government. On April 29, 2005,
Copenhagen Airports A/S increased its participation in ITA from 36.5% to 49%
through the purchase of shares from Fernando Chico Pardo.
Fernando Chico Pardo, a Mexican investor, is the founder and President
of Promecap, S.C. He serves as a board member of various organizations,
including The United Nations Pension Fund, The Quantum Group of Funds, Grupo
Posadas de Mexico, Grupo Financiero Inbursa and Grupo Carso.
Copenhagen Airports A/S is among the world's leading airport operators
and has won several international awards. Copenhagen Airport was named Europe's
best and the world's second best airport in the 15-25 million passenger category
in January 2005 by IATA and ACI. In 2004, approximately 19.0 million passengers
were served at Copenhagen Airport. Additionally, Copenhagen Airports A/S owns
and operates Roskilde Airport located about 30 kilometers from Copenhagen, and
holds 49% of the shares in Newcastle International Airport in England (4.7
million passengers in 2004) and a 20% stake in Hainan Meilan Airport Company in
China (7.5 million passengers in 2004).
ITA paid the Mexican government a total of Ps. 1,165.1 million (nominal
pesos, excluding interest) (U.S.$120.0 million based on the exchange rates in
effect on the dates of payment) in exchange for:
o 45,000,000 series BB shares representing 15% of our outstanding capital
stock,
o three options to subscribe for newly issued series B shares, the first and
second of which have expired. The remaining option, which will expire on
December 18, 2005, allows ITA to subscribe for 1% of our capital stock
outstanding at the time of each exercise, each determined on a fully
diluted basis, at a price per-share equal to the per-share purchase price
of ITA's 15% interest plus a premium accruing at an annual rate of 5%, and
o 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."
Under the technical assistance agreement, ITA provides management and
consulting services and transfers industry "know-how" and technology to ASUR in
exchange for a technical assistance fee. This agreement is more fully described
in "Item 7. Major Shareholders and Related Party Transactions--Related Party
Transactions." The agreement provides us a perpetual and exclusive license in
Mexico to use all technical assistance and "know-how" transferred to us by ITA
or its stockholders during the term of the agreement. The agreement has an
initial fifteen-year term, and is automatically renewed for successive five-year
terms, unless one party provides the other a notice of termination within a
specified period prior to a scheduled expiration date. ITA provides us
assistance in various areas, including: development of our commercial
activities, preparation of marketing studies focusing on increasing passenger
traffic volume at our airports, assistance with the preparation of the master
development plans that we are required to submit to the Ministry of
Communications and Transportation with respect to each of our airports and the
improvement of our airport operations.
The technical assistance fee is equal to the greater of a fixed dollar
amount or 5% of our annual consolidated earnings before comprehensive financing
cost, income taxes and depreciation and amortization (determined in accordance
with Mexican GAAP and calculated prior to deducting the technical assistance fee
under this agreement). The fixed dollar amount decreased during the agreement's
initial five years. The fixed dollar amount was U.S.$5.0 million in 1999 and
2000, and U.S.$3.0 million in 2001 and 2002. Since 2003, the fixed dollar amount
is U.S.$2.0 million before the annual adjustment for inflation (measured by the
U.S. consumer price index) as from the first anniversary of the technical
assistance agreement. We believe that this structure creates an incentive for
ITA to increase our annual consolidated earnings before net comprehensive
financing cost, income and asset taxes and depreciation and amortization. ITA is
also entitled to reimbursement for the out-of-pocket expenses it incurs in its
provision of services under the agreement. Under Mexican tax law, companies may
not deduct fees that are determined by reference to their profitability (as
defined under Mexican tax law).
The technical assistance agreement allows ITA, its stockholders and
their affiliates to render additional services to ASUR only if the Acquisitions
and Contracts Committee of our board of directors determines that these related
persons have submitted the most favorable bid in a public bidding process
involving at least three unrelated parties. For a description of this committee,
see "Item 6. Directors, Senior Management and Employees--Committees."
Under our bylaws, the participation agreement and the technical
assistance agreement, ITA has the right to elect two permanent members of our
board of directors (which currently consists of seven members) and their
alternates and to appoint and remove our chief executive officer and half of our
executive officers (currently two of four). As the holder of the series BB
shares, ITA's consent is also required to approve certain corporate matters so
long as ITA's series BB shares represent at least 7.65% of our capital stock. In
addition, our bylaws, the participation agreement and the technical assistance
agreement contain certain provisions designed to avoid conflicts of interest
between ASUR and ITA. The rights of ITA in our management are explained in "Item
6. Directors, Senior Management and Employees--Committees." ITA's stockholders
have entered into an agreement regarding the exercise of ITA's rights and
performance of its obligations under our bylaws, the participation agreement,
the technical assistance agreement and the option agreement. The ITA
shareholder's agreement is described in "Principal Stockholders and NAFIN
Trust."
The remaining 85% of our outstanding capital stock, consisting of
255,000,000 series B shares, was sold by the Mexican government to a Mexican
trust established by NAFIN. This trust was the selling stockholder in the global
offering. NAFIN sold an additional 33,260,870 series B shares in a public
secondary offering in March 2005.
Currently, ITA is permitted to transfer up to 49% of its series BB
shares without restriction. After December 18, 2008, ITA may sell in any year up
to 20% of its remaining 51% ownership interest in ASUR represented by series BB
shares. Our bylaws provide that series BB shares must be converted into series B
shares prior to transfer. For a more detailed discussion of ITA's rights to
transfer its stock, see "Item 10. Additional Information--Registration and
Transfer."
As required under the participation agreement entered into in
connection with the Mexican government's sale of the Series BB shares of ASUR to
ITA, ITA has transferred its series BB shares to a trust, the trustee of which
is Banco Nacional de Comercio Exterior, S.N.C. Under the terms of the
participation agreement and the trust agreement, ITA's shareholders, currently
Copenhagen Airports A/S and Fernando Chico Pardo, are required to maintain an
ownership interest in ITA of a minimum of 25.5% prior to December 18, 2014
unless otherwise approved by the Ministry of Communications and Transportation.
To the extent that a key partner acquires shares of ITA in excess of a 25.5%
interest, this additional interest may be sold without restriction See "Item 7.
Major Shareholders and Related Party Transactions--Major Shareholders--ITA Trust
and Shareholders' Agreement" for a further description of these provisions.
There can be no assurance that the terms of the participation agreement or the
trust would not be amended to reduce or eliminate these ownership commitments.
If ITA or any of its stockholders defaults on any obligation contained in the
trust agreement, or if ITA defaults on any obligation contained in the
participation agreement or the technical assistance agreement, after specified
notice and cure provisions, the trust agreement provides that the trustee may
sell 5% of the shares held in the trust and pay the proceeds of such sale to
ASUR as liquidated damages.
Pursuant to the terms of the trust, ITA may direct the trustee to vote
only shares representing up to 10% of ASUR's capital stock. Any shares in excess
of 10% are voted by the trustee in accordance with the vote of the majority of
series B shares. The trust does not affect the veto and other special rights
granted to the holders of series BB shares described in "Item 10. Additional
Information."
Master Development Programs
Under the terms of our concessions, each of our subsidiary concession
holders is required to submit an updated master development plan for approval by
the Ministry of Communications and Transportation every five years. Each master
development plan covers a fifteen-year period and includes investment
commitments for the regulated part of our business (including certain capital
expenditures and improvements) for the succeeding five-year period and
investment projections for the regulated part of our business (including certain
capital expenditures and improvements) for the remaining ten years. Once
approved by the Ministry of Communications and Transportation, these commitments
become binding obligations under the terms of our concessions. Committed
investments are minimum requirements, and our capital expenditures may exceed
our investment commitments in any period. On December 30, 2003, the Ministry of
Communications and Transportation approved each of our current updated master
development plans. These plans are in effect from January 1, 2004 to December
31, 2008.
The following table sets forth our committed investments for the
regulated part of our business for each airport pursuant to the terms of our
current master development plans for the periods presented.
Committed Investments
Year ended December 31,
------------------------------------------------------------------------------------------
2004 2005 2006 2007 2008 Total
-------- -------- -------- -------- -------- ----------
(thousands of pesos(1))
Cancun..................... Ps. 242,922 Ps. 449,521 Ps. 99,655 Ps. 200,756 Ps. 105,918 Ps.1,098,772
Merida..................... 8,177 49,611 15,317 17,867 14,979 105,951
Cozumel.................... 8,210 17,947 754 5,882 33,010 65,803
Villahermosa............... 18,897 50,099 25,945 20,976 2,064 117,981
Oaxaca..................... 5,079 5,167 3,120 4,530 5,794 23,690
Veracruz................... 18,518 21,719 885 1,990 14,126 57,238
Huatulco................... 14,569 5,174 5,677 8,884 3,783 38,087
Tapachula.................. 14,621 21,038 13,622 12,322 1,331 62,934
Minatitlan................. 34,775 46,486 3,982 6,940 11,371 103,554
Total.................... Ps. 365,768 Ps. 666,762 Ps. 168,957 Ps. 280,147 Ps. 192,376 Ps.1,674,010
============ ============ ============ ============ ============ ============
-----------
(1) Expressed in adjusted pesos as of December 31, 2004 based on the Mexican construction price index in accordance with
the terms of our master development plan.
The following table sets forth our historical capital expenditures made
with respect to the regulated and unregulated parts of our business in the
periods indicated.
Capital Expenditures
Year ended December 31, (thousands of pesos)
----------------------- --------------------
2002.................................................... Ps. 289,919
2003.................................................... 351,380
2004.................................................... 411,954
We expect to fund our operations and capital expenditures in the
short-term and long-term through cash flow from operations. Although we may
incur indebtedness from time to time, we do not currently anticipate that we
will be required to incur indebtedness to satisfy our commitments under our
master development plans or to fund our other capital expenditures.
BUSINESS OVERVIEW
We hold concessions to operate, maintain and develop nine airports in
the southeast region of Mexico for fifty years from November 1, 1998. As
operators of these airports, we charge airlines, passengers and other users fees
for the use of the airports' facilities. We also derive rental and other income
from commercial activities conducted at our airports, such as the leasing of
space to restaurants and retailers. Our concessions include the concession for
Cancun International Airport, the second busiest airport in Mexico in 2004 in
terms of passenger traffic, according to the Mexican Airport and Auxiliary
Services Agency. We also hold concessions to operate the airports in Cozumel,
Huatulco, Merida, Minatitlan, Oaxaca, Tapachula, Veracruz and Villahermosa.
Mexico is one of the main tourist destinations in the world. Mexico has
historically ranked in the top ten countries worldwide in terms of foreign
visitors, with 20.6 million visitors in 2004, according to the Mexican Ministry
of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 2004
in terms of number of foreign visitors and income from tourism, according to the
World Tourism Organization. The tourism industry is one of the largest
generators of foreign exchange in the Mexican economy. Within Mexico, the
southeast region (where our airports are located) is a principal tourist
destination due to its beaches and cultural and archeological sites, which are
served by numerous hotels and resorts.
Cancun and its surroundings were the most frequently visited
international tourism destination in Mexico in 2004, according to the Mexican
Ministry of Tourism. Cancun International Airport represented 70.2%, 71.2% and
72.0% of our passenger traffic volume and 72.2%, 73.6% and 76.4% of our revenues
in 2002, 2003 and 2004, respectively. At December 31, 2004, Cancun had
approximately 27,700 hotel rooms, according to the Mexican Ministry of Tourism.
We believe that Cancun International Airport is positioned to benefit from its
proximity to the Mayan Riviera, a 129-kilometer (80-mile) stretch of coastal
resorts and hotels that is among Mexico's most rapidly developing tourism areas.
According to the Mexican National Trust for Tourism Development, the Mayan
Riviera had approximately 23,900 hotel rooms as of December 31, 2004.
Our airports served approximately 11 million passengers in 2002,
approximately 12.2 million passengers in 2003 and approximately 13.9 million
passengers in 2004. For year-by-year passenger figures, see "--Our Airports."
The United States currently is a significant source of passenger
traffic volume in our airports. In 2002, 2003 and 2004, international passengers
represented 58.3%, 58.5% and 61.6%, respectively, of the total passenger traffic
volume in our airports. In 2002, 2003 and 2004, 69.2%, 69.1% and 69.4%,
respectively, of the international passengers in our airports traveled on
flights originating in or departing to the United States. As of December 31,
2004, 17 Mexican and 45 international airlines, including U.S.-based airlines
such as American Airlines and Continental Airlines, were operating directly or
through code-sharing arrangements (where one aircraft has two or more flight
numbers of different, allied airlines) in our airports.
Aeronautical Services
The following table sets forth our revenues for the period presented.
--------------------------------------------------
2002 2003 2004
-------------- --------------- -------------
(thousands of pesos)
Revenues:
Aeronautical Services................ Ps. 1,095,247 Ps. 1,215,423 Ps. 1,481,254
Non-Aeronautical Services............ 261,645 327,339 494,722
-------------- -------------- --------------
Total............................ Ps. 1,356,892 Ps. 1,542,762 Ps. 1,975,976
Aeronautical services represent the most significant source of our
revenues. In 2002, 2003 and 2004, aeronautical revenues represented
approximately 80.7%, 78.8% and 75.0% of our total revenues, respectively. All of
our revenues from aeronautical services are regulated under the "dual-till"
price regulation system applicable to our airports.
Our revenues from aeronautical services are derived from: passenger
charges, landing charges, aircraft parking charges, charges for the use of
passenger walkways and charges for the provision of airport security services.
Charges for aeronautical services generally are designed to compensate an
airport operator for its infrastructure investment and maintenance expense.
Aeronautical revenues are principally dependent on three factors: passenger
traffic volume, the number of air traffic movements and the weight of the
aircraft.
Passenger Charges
We collect a passenger charge for each departing passenger on an
aircraft (other than diplomats, infants and transfer and transit passengers). We
do not collect passenger charges from arriving passengers. Passenger charges are
automatically included in the cost of a passenger's ticket and generally
collected twice monthly from each airline. As of December 2004, the charge for
international passengers is U.S. $16.60 and the charge for domestic passengers
is Ps.140.0 (nominal pesos) for all of our airports except Cozumel and Oaxaca,
where we charge international passengers U.S. $18.00 and domestic Ps.168.5
(nominal pesos). International passenger charges are currently
dollar-denominated, but generally collected in pesos based on the average
exchange rate during the month prior to the flight. Domestic passenger charges
are peso-denominated. In each of 2003 and 2004, passenger charges represented
77.2% and 80.5%, respectively of our aeronautical revenues and 59.6% and 60.3%,
respectively, of our total revenues. From time to time we have offered discounts
on passenger charges at certain of our airports.
Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport
Security Charges
We collect various charges from carriers for the use of our facilities
by their aircraft and passengers. For each aircraft's arrival, we collect a
landing charge that is based on the average of the aircraft's maximum takeoff
weight and the aircraft's weight without fuel. We also collect aircraft parking
charges based on the time an aircraft is at an airport's gate or parking
position. Parking charges at several of our airports vary based on the time of
day that the relevant service is provided (with higher fees generally charged
during peak usage periods at certain of our airports). We collect aircraft
parking charges the entire time an aircraft is on our aprons. Airlines are also
assessed charges for the connection of their aircraft to our terminals through a
passenger walkway. We also assess an airport security charge, which is collected
from each airline based on the number of its departing passengers. We provide
airport security services at our airports through third-party contractors. We
also provide firefighting and rescue services at our airports.
Landing charges represented 10.04%, 8.65% and 7.62% of our aeronautical
revenues and 8.10%, 6.81% and 5.72% of our total revenues in 2002, 2003 and
2004, respectively. Aircraft parking charges represented 11.94%, 10.85% and
8.82% of our aeronautical revenues and 9.64%, 8.55% and 6.61% of our total
revenues in 2002, 2003 and 2004, respectively. Airport security charges
represented 1.64%, 1.56% and 1.49% of our aeronautical revenue and 1.32%, 1.23%
and 1.11% of our total revenues in 2002, 2003 and 2004, respectively. Passenger
walkway charges represented 2.48%, 1.76% and 1.60% of our aeronautical revenues
and 2.01%, 1.38% and 1.20% of our total revenues in 2002, 2003 and 2004,
respectively.
Non-aeronautical Services
General
Non-aeronautical services have historically generated a proportionately
smaller portion of our revenues. Our revenues from non-aeronautical services are
derived from commercial activities (such as the leasing of space in our airports
to retailers, restaurants, airlines and other commercial tenants) and access
fees charged to providers of complementary services in our airports (such as
catering, handling and ground transport). In 2002, 2003 and 2004, revenues from
non-aeronautical services represented 19.28%, 21.22% and 25.04%, respectively,
of our total revenues, of which 62.3%, 66.6% and 78.17%, respectively, were
derived from access fees and 33.9%, 30.5% and 18.0%, respectively, were derived
from commercial revenues as defined under the Mexican Airport Law.
Currently, the leasing of space in our airports to airlines and other
commercial tenants represents the most significant source of our revenues from
non-aeronautical services. Although certain of our revenues from
non-aeronautical services are regulated under our "dual-till" price regulation
system, our revenues from commercial activities (other than the lease of space
to airlines and other airport service providers that is considered essential to
an airport) are not regulated.
Commercial Activities
Leading international airports generally generate an important portion
of their revenues from commercial activities. An airport's revenues from
commercial activities is largely dependent on passenger traffic, its passengers'
level of spending, terminal design, the mix of commercial tenants and the basis
of fees charged to businesses operating in the airport. Revenues from commercial
activities also depend substantially on the percentage of traffic represented by
international passengers due to the revenues generated from duty-free shopping.
In 2002, we opened 40 new commercial spaces in six of our airports,
including new duty-free shops, restaurants, bank and foreign exchange services,
and convenience stores. In 2003 we continued developing the commercial spaces in
our airports by opening new bars and restaurants in six of our airports as well
as new retail stores in seven of our airports. In addition, in 2003 we dedicated
additional space to advertising in our Cancun airport and set aside additional
rental space for car exhibits at the Merida and Villahermosa airports. We opened
13 new retail stores in our Cancun, Merida and Oaxaca airports in 2004.
We estimate that revenues from commercial activities in our terminals
historically accounted for less than 15% of the total revenues generated by our
airports. In contrast, we believe that revenues from commercial activities
account for 30% or more of the consolidated revenues of many leading
international airports. Accordingly, a significant part of our business strategy
is focused on increasing our revenues from commercial activities in our
airports.
Within our nine airports, we leased approximately 189 commercial
premises as of December 31, 2004, including restaurants, banks, retail outlets
(including duty-free stores), currency exchange bureaus and car rental agencies.
Our most important tenant in terms of occupied space and revenue in 2004 was
Mera Aeropuertos, S.A. de C.V. Generally, concessionaires pay a monthly fee
based on the higher of a fixed amount or a percentage of their revenues.
We are currently involved in legal proceedings in which we are seeking
a confirmation of our right to terminate certain lease agreements upon the
expiration of their term. These proceedings include litigation involving the
duty-free stores in Cancun, Cozumel and Merida. Although we cannot predict when
these proceedings will end, we expect that they will ultimately be resolved in
our favor.
In April 2005, the International Court of Arbitration issued a final
ruling that requires Dufry Mexico, S.A. de C.V. to, among other requirements,
deliver one of the duty-free stores that it operates in the Cancun airport and
to pay U.S.$3.7 million to ASUR. Dufry has not yet complied with this ruling,
and there can be no assurance that Dufry will comply with the ruling in the
future.
In March 2004, we agreed to pay a US$7 million termination fee to a
tenant in the Cancun Airport in connection with the early termination of their
lease agreement for four units in the Cancun Airport as compensation for
improvements made to the leased space. The four units consist of a restaurant,
three convenience stores and a snack bar. We intend to operate these units until
we award the concession to operate them to a new concessionaire.
In September 2003, we awarded a 20-year concession to build and operate
a gas station and a convenience store to Mexico-based PERC Group following a
bidding process. We may terminate the agreement with PERC Group without penalty
as they have been unable to obtain the necessary licenses.
Access Charges
At each of our airports, we earn revenues from charging access fees to
various third-party providers of complementary services, including luggage
check-in, sorting and handling, aircraft servicing at our gates, aircraft
cleaning, cargo handling, aircraft catering services and assistance with
passenger boarding and deplaning. Our revenues from access charges are regulated
under our "dual-till" price regulation system. Under current regulations, each
of these services may be provided by the holder of an airport concession, by a
carrier or by a third party hired by a concession-holder or a carrier.
Typically, these services are provided by third parties, whom we charge an
access fee based on a percentage of revenues that they earn at our airports. Six
different contractors provide handling services at our nine airports.
Mexico's two largest airlines, Aeromexico and Mexicana, participate in
a joint venture (Servicios de Apoyo en Tierra or "SEAT") that provides certain
complementary services, such as baggage handling, to various carriers at
airports throughout Mexico. SEAT operated at our airports prior to our
commencement of operations under our concessions and continues to do so. Under
the Mexican Airport Law, third-party providers of complementary services are
required to enter into agreements with the respective concession holder at that
airport, which we did as of December 27, 2000.
Under the Mexican Airport Law, we are required to provide complementary
services at each of our airports if there is no third party providing such
services. SEAT is currently the sole provider of baggage handling services at
five of our airports. If SEAT ceased to provide such services directly, we could
be required to provide these services or find a third party to provide such
services.
Automobile Parking and Ground Transport
Each of our airports has public car parking facilities consisting of
open-air parking lots. The only airport at which we do not charge parking fees
is Cozumel. In 2002, 2003 and 2004, our revenues form parking lot fees were Ps.
16.6 million, Ps. 21.5 million and Ps. 25.7 million, respectively. Revenues from
parking at our airports currently are not regulated, although they could become
regulated upon a finding by the Mexican Antitrust Commission that there are no
competing alternatives.
We collect revenues from various commercial vehicle operators,
including taxi, bus and other ground transport operators. Our revenues from
permanent providers of ground transport services, such as access fees charged to
taxis, are regulated activities, while our revenues from non-permanent providers
of ground transport services, such as access fees charged to charter buses, are
not regulated revenues.
Airport Security
The General Office of Civil Aviation, Mexico's federal authority on
aviation, and the Office of Public Security issue guidelines for airport
security in Mexico. At each of our airports, security services are provided by
independent security companies that we hire. In recent years, we have undertaken
various measures to improve our security standards at our airports. These
measures included increasing the responsibilities of the private security
companies that we hire, the modernization of our carry-on luggage scanning and
security equipment, the implementation of strict access control procedures to
the restricted areas of our airports and the installation of a closed-circuit
television monitoring system in some of our airports.
In response to the September 11, 2001 terrorist attacks in the United
States, we have taken additional steps to increase security at our airports. At
the request of the Transport Security Administration of the United States, the
General Office of Civil Aviation issued directives in October 2001 establishing
new rules and procedures to be adopted at our airports. Under these directives,
these rules and procedures were to be implemented immediately and for an
indefinite period of time.
To comply with these directives, we reinforced security by:
O increasing and improving the security training of airport personnel,
O increasing the supervision and responsibilities of both our security
personnel and airline security personnel that operate in our airports,
O issuing new electronic identification cards to airport personnel,
O reinforcing control of different access areas of our airports, and
O physically changing the access points to several of the restricted areas of
our airports.
Airlines have also contributed to the enhanced security at our airports
as they have adopted new procedures and rules issued by the General Office of
Civil Aviation applicable to airlines. Airlines have also contributed to the
enhanced security at our airports as they have adopted new procedures and rules
issued by the General Office of Civil Aviation applicable to airlines. Some
measures adopted by the airlines include adding more points for verification of
passenger identification, inspecting luggage prior to check-in and reinforcing
controls over access to airplanes by service providers (such as baggage handlers
and food service providers). As airport security requirements become more
stringent, we may provide additional services to the airlines, including
providing facilities and trained security personnel to assist airlines in
complying with the requirement to screen all bags that are checked.
Fuel
All airport property and installations related to the supply of
aircraft fuel were retained by the Mexican Airport and Auxiliary Services Agency
in connection with the opening of Mexico's airports to private investment.
Pursuant to our concessions, the Mexican Airport and Auxiliary Services Agency
has entered into agreements obligating it to pay each of our subsidiary
concession holders a fee for access to our facilities equivalent to 1% of the
service charge for fuel supply. In the event that the Mexican government were to
privatize fuel supply activities in the future, the terms of our concessions
provide that it will do so through a competitive bidding process.
Our Airports
In 2004, our airports served a total of 13.9 million passengers,
approximately 61.6% of which were international passengers. In 2003, our
airports served a total of 12.2 million passengers, approximately 58.5% of which
were international passengers. In 2002, our airports served a total of 11.0
million passengers, approximately 58.3% of which were international passengers.
In 2002, 2003 and 2004, Cancun International Airport accounted for 70.2%, 71.2%
and 72.0% of the passenger traffic volume and 72.2%, 73.6% and 76.4% of
revenues, respectively, from our nine airports.
All of our airports other than Minatitlan Airport are designated as
international airports under Mexican law, which indicates that they are equipped
to receive international flights and have customs and immigration facilities.
The following table sets forth the number of passengers served by our
airports based on flight origination or destination.
Percentage of
Region 2000 2001 2002 2003 2004 Total 2004
----------------- ------ ------ ------ ------ ------ -------------
Mexico 4,981 4,864 4,814 5,309 5,620 40.4%
United States 4,579 4,500 4,438 4,925 5,928 42.7%
Europe 909 882 779 980 1,258 9.1%
Canada 441 530 632 712 805 5.8%
Latin America 528 455 315 256 278 2.0%
Asia and others 10 9 19 8 8 0.0%
Total 11,448 11,240 10,997 12,190 13,897 100%
-------
(1) Figures in thousands. Figures exclude passengers in transit and private
aviation passengers.
In 2002, 2003 and 2004, approximately 82.0%, 81.1% and 78.9%,
respectively, of our domestic passengers traveled to or from Mexico City.
The following table sets forth the total traffic volume and air traffic
movements in our nine airports for the periods presented:
Airport Traffic
(in thousands)
Year ended December 31,
---------------------------------------------------------
2000 2001 2002 2003 2004
-------- -------- -------- -------- --------
Passengers:
Total............................. 11,448.1 11,240.3 10,996.6 12,190.0 13,897.1
======== ======== ======== ======== ========
Air traffic movements:(1)
Total............................. 207.6 194.9 194.9 198.0 219.8
======== ======== ======== ======== ========
-----------
(1) Includes landings and departures, in thousands. Air traffic movement data
include the Cancun charter terminal for all periods, because ASUR earned
landing fees from all landings regardless of the terminal used.
The following table sets forth the passenger traffic volume for each of
our airports during the periods indicated:
Passenger Traffic
(in thousands)
Year ended December 31,
--------------------------------------------------------------
2000 2001(1) 2002 2003 2004
------ ------- ------ ------ ------
Cancun Main Terminal..................... 5,450.6 5,771.3 5,860.8 6,517.6 7,799.7
Cancun Charter Terminal.................. 2,295.5 1,868.7 1,857.2 2,166.6 2,211.0
Total Cancun........................ 7,746.1 7,640.0 7,718.0 8,684.2 10,010.7
Merida................................... 903.3 919.4 849.6 899.6 931.1
Cozumel.................................. 600.3 565.2 445.9 455.8 584.4
Villahermosa............................. 528.3 533.2 499.1 599.7 673.3
Oaxaca................................... 459.8 440.2 433.2 461.0 543.2
Veracruz................................. 494.1 503.4 479.6 514.6 563.5
Huatulco................................. 331.4 317.3 268.4 259.4 270.8
Tapachula................................ 234.4 190.4 176.8 184.8 193.6
Minatitlan............................... 150.4 131.2 126.0 130.9 126.5
Total.................................. 11,448.1 11,240.3 10,996.6 12,190.0 13,897.1
Total excluding Cancun Charter Terminal 9,152.6 9,371.7 9,139.4 10,023.4 11,686.1
-----------
(1) The increase and decrease in Cancun's main terminal and charter terminal traffic, respectively, in 2001
is partially due to the occasional diversion of charter flights to the main terminal. See "--Cancun
International Airport" below.
Air Traffic Movements by Airport(1)
Year ended December 31,
----------------------------------------------
2000 2001 2002 2003 2004
------ ------ ------ ------ ------
Cancun(2)..................... 83,587 80,900 82,730 87,347 97,575
Merida........................ 25,680 23,627 22,827 24,213 26,534
Cozumel....................... 17,670 15,225 14,015 12,813 14,355
Villahermosa.................. 21,142 19,058 18,244 20,299 22,267
Oaxaca........................ 16,052 14,428 15,479 15,111 17,502
Veracruz...................... 19,103 18,705 19,034 19,737 22,228
Huatulco...................... 5,988 6,213 5,922 5,461 6,152
Tapachula..................... 13,219 12,317 12,032 7,658 7,686
Minatitlan.................... 5,200 4,431 4,602 5,362 5,598
Total....................... 207,641 194,904 194,885 198,001 219,897
-----------
(1) Includes departures and landings.
(2) Includes the Cancun charter terminal for all periods, because ASUR earned
landing fees from all landings regardless of the terminal used.
The following table sets forth the air traffic movements in our
airports for the periods indicated in terms of commercial, charter and general
aviation:
Air Traffic Movements by Aviation Category(1)
Year ended December 31,
----------------------------------------------------
2000 2001 2002 2003 2004
-------- -------- -------- -------- --------
Commercial Aviation............... 143,630 137,019 142,877 143,783 57,139
Charter Aviation.................. 27,312 24,565 19,183 22,535 28,520
General Aviation(2)............... 36,699 33,320 32,825 31,683 34,238
Total........................... 207,641 194,904 194,885 198,001 219,897
-----------
(1) Includes departures and landings for all nine airports and includes the
Cancun charter terminal.
(2) General aviation generally consists of small private aircraft.
The following table sets forth the revenues for each of our airports
during the periods indicated:
Revenues by Airport
Year ended December 31,
---------------------------------------------------------------------------------------------
2002 2003 2004
---------------------------- ---------------------------- -----------------------------
(thousands (thousands of (thousands (thousands of (thousands (thousands of
of pesos) dollars)(1) of pesos) dollars)(1) of pesos) dollars)(1)
Cancun............... Ps. 980,236 U.S.$ 87,917 Ps. 1,135,667 U.S.$ 101,858 Ps. 1,510,39 U.S.$ 135,467
Merida............... 102,775 9,218 108,056 9,692 117,190 10,511
Cozumel.............. 54,073 4,850 56,524 5,070 78,935 7,080
Villahermosa......... 55,973 5,020 69,522 6,235 77,356 6,938
Oaxaca............... 45,294 4,062 48,673 4,365 58,976 5,290
Veracruz............. 54,510 4,889 60,805 5,454 65,180 5,846
Huatulco............. 27,351 2,453 25,650 2,301 29,067 2,607
Tapachula............ 22,204 1,991 22,642 2,031 23,462 2,104
Minatitlan........... 14,476 1,298 15,223 1,365 15,416 1,383
Total.............. 1,356,892 121,698 1,542,762 138,371 1,975,976 177,226
-----------
(1) Translated into dollars at the rate of Ps. 11.1495 per U.S. dollar, the Mexican Ministry of Finance exchange
rate for Mexican pesos at December 31, 2004.
Cancun International Airport
Cancun International Airport is our most important airport in terms of
passenger volume, air traffic movements and contribution to revenues. In 2004,
Cancun International Airport was the second busiest airport in Mexico in terms
of passenger traffic, according to the Mexican Airport and Auxiliary Services
Agency. The airport is located approximately 16 kilometers (ten miles) from the
city of Cancun, which has a population of approximately 519,000. In 2002, 2003
and 2004, approximately 5.9 million, 6.5 million and 7.8 million passengers,
respectively, traveled through Cancun International Airport's main terminal. Of
these passengers, in 2002, 2003 and 2004, 75.6%, 67.1% and 77.6%, respectively,
were international passengers. A substantial majority of the airport's
international passengers (69.2% in 2002, 69.1% in 2003 and 69.4% in 2004) began
or ended their travel in the United States. The airport's most important points
of origin and destination are Mexico City, Miami, Houston, Dallas and New York.
Due to the airport's significant number of passengers from the United States,
its traffic volume and results of operations are substantially dependent on
economic conditions in the United States. See "Item 3. Key Information--Risk
Factors--Risks Related to Our Operations--Our business could be adversely
affected by a downturn in the U.S. economy."
During 2004, approximately 2.2 million passengers traveled through the
charter terminal in Cancun International Airport. Combined with the 7.8 million
passengers that traveled through the main terminal in that year, a total of 10.0
million passengers were served by Cancun International Airport in 2004.
Cancun is located in the state of Quintana Roo. Cancun and its
surroundings was the most visited international tourism destination in Mexico in
2004, according to the Mexican Ministry of Tourism. According to the Mexican
National Trust for Tourist Development, the Cancun area had approximately 27,700
hotel rooms as of December 31, 2004. The Mexican National Trust for Tourist
Development estimates that Cancun will be fully developed in 2010 with
approximately 30,000 rooms. Although Cancun may be reached by land, sea or air,
we believe most tourists arrive by air through Cancun International Airport.
Cancun is between approximately one and a half and five hours by air from all
major cities in the United States and 10 to 13 hours by air from most major
European cities.
Cancun is located near beaches, coral reefs, ecological parks and Mayan
archeological sites. Cancun International Airport serves travelers visiting the
Mayan Riviera, which stretches from Cancun south to the Mayan ruins at Tulum,
and includes coastal hotels and resorts in the towns of Playa del Carmen, Tulum
and Akumal. According to the Mexican National Trust for Tourism Development, the
greater Cancun area (including the Mayan Riviera) was estimated to have an
aggregate of approximately 51,600 hotel rooms as of December 31, 2004.
Since most of the airport's passengers are tourists, the airport's
traffic volume and results of operations are influenced by the perceived
attractiveness of Cancun as a tourist destination. See "Item 3. Key
Information--Risk Factors--Risks Related to Our Operations-- Our business could
be adversely affected by a downturn in the U.S. economy."
As part of our commercial strategy, in the fourth quarter of 2004 we
completed an expansion of 1,856 square meters (approximately 20,000 square feet)
and a remodeling of 1,342 square meters (approximately 14,445 square feet),
giving us a total of 61,359 square meters (approximately 660,470 square feet) of
which 10,038 square meters (108,048 square feet) are for commercial use in
Cancun International Airport's main terminal. We are currently pursuing the
eviction of several commercial tenants that occupy a small part of this area. We
are also currently working with the authorities to obtain a license to develop
cargo facilities at the airport.
The Cancun International Airport has one runway with a length of 3,500
meters (2.2 miles). Due to a significant increase in passengers at Cancun
International Airport, we have asked the Mexican federal government to provide
us with the land necessary for the construction of a second runway at this
airport. The Mexican federal government has expropriated or purchased a
substantial majority of the land needed for the expansion, and is in the process
of negotiating for the acquisition of the rest of the land. The estimated cost
of this project is between U.S.$40 million and U.S.$60 million dollars, and this
project is included in the Master Development Plan for the 2008-2013 period.
There can be no assurance that the Mexican government will complete this process
or that the Mexican federal government will provide us with the opportunity to
acquire the land necessary to construct the new runway. If we are unable to
carry out the construction of this second runway, it could limit the growth of
our business and adversely affect our results of operations, future prospects or
financial condition.
The airport's facilities include a main terminal (which includes a wing
referred to as the satellite wing), a charter terminal and a general aviation
building that handles private aircraft. The airport has thirty-three gates, ten
of which are accessible by passenger walkways. The main terminal has nine gates
accessible by passenger walkways, and the charter terminal has one gate that is
accessible by a passenger walkway.
The airport's main terminal (including the satellite terminal wing) has
a total area of approximately 40,869 square meters (approximately 439,693 square
feet). The charter terminal in Cancun International Airport, which we acquired
on June 30, 1999, has an additional 20,500 square meters (approximately 220,500
square feet).
In April 2002, we entered into an agreement with Mera Aeropuertos S.A.
de C.V. under which Mera agreed to acquire from Opredi S.A. de C.V. certain
contractual rights to provide food and beverage services in several locations in
our Cancun airport. Mera successfully acquired the rights in 2002 and, through
its subsidiary Hoteleria Inmobiliaria S.A de C.V has since been operating these
locations in exchange for a fee that it pays to us which is partially based on
its sales and passenger traffic in the airport.
As of February 2003, we charge taxis and passenger vans an access fee
of Ps. 14.45, and buses an access fee of Ps. 23.90, upon entering the airport.
In September 2004, we closed our Cancun airport for approximately 6.5
hours as a safety precaution in anticipation of Hurricane Ivan. Approximately 80
flights were either cancelled or rescheduled as a result of the hurricane.
However, half of these flights were cancelled or rescheduled due to
precautionary decisions made by the airlines themselves and were not due to the
temporary closure of the airport. The adverse weather conditions resulting from
the hurricane caused very minor damages to the airport.
In October 2004, the Mexican state of Quintana Roo formed a majority
state-owned company, Aeropuerto Internacional de la Riviera Maya, S.A. de C.V.,
to seek a concession from the Mexican federal government to build and operate a
new airport in the Mayan Riviera region of the state. ASUR has no further
details on the construction or projected opening of the airport and is unable to
predict the effect that it may have on ASUR's passenger traffic or operating
results if the project is successfully carried out.
In January 2005, Aeropuerto de Cancun, S.A. de C.V. made equity
contributions to Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Cozumel,
S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Tapachula,
S.A. de C.V. and Aeropuerto de Minatitlan, S.A. de C.V. As a result, Aeropuerto
de Cancun, S.A. de C.V. currently has equity participation of 24.2%, 18.1%,
8.9%, 29.9% and 30.0% in these airports, respectively.
Merida International Airport
Merida International Airport serves the inland city of Merida, which
has a population of approximately 920,000, and surrounding areas in the state of
Yucatan. Merida International Airport ranked second among our airports in 2004
in terms of passenger traffic and contribution to revenues. During 2002, 2003
and 2004, Merida International Airport served 849,610, 899,620 and 931,127
passengers, respectively, the substantial majority of which were domestic. The
airport's primary point of origin and destination is Mexico City.
Merida International Airport attracts a mix of both business travelers
and tourists. The city of Merida is an established urban area with numerous
small and medium-sized businesses. The city is approximately 120 kilometers (75
miles) by highway from Chichen Itza, and approximately 80 kilometers (50 miles)
from Uxmal, pre-Columbian archeological sites that attract a significant number
of tourists. Because the airport's passengers are predominantly domestic, its
passenger traffic and results of operations are affected by Mexican economic
conditions. For example, the airport's passenger traffic decreased by 26.4% in
1995 as compared to the prior year following the December 1994 peso devaluation.
The airport has two runways, one with a length of 3,200 meters (2.0
miles) and another with a length of 2,300 meters (1.4 miles). The airport has
one main terminal, with four gates accessible by passenger walkways and six
remote boarding positions. As part of our commercial strategy, we remodeled the
entire 7,110 square meter (76,400 square foot) terminal, of which 962 square
meters (approximately 10,350 square feet) are for commercial use. This remodeled
area was opened in December 2001.
In 2002, 2003 and 2004, approximately 20,144, 18,829 and 19,148 metric
tons of cargo, respectively, were transported through Merida International
Airport, making it our leading airport in terms of cargo volume. In 2002, 2003
and 2004, Merida represented approximately 50.1%, 47.9% and 46.6%, respectively,
of our total cargo volume. We have considered opportunities for developing the
Merida cargo facilities, but we have no plans to pursue such opportunities at
this time.
There is currently one business operating under a long-term lease in
Merida International Airport with Grupo de Desarrollo del Sureste, S.A. de C.V.
("GDS"), which will terminate on January 1, 2009. This lease allows GDS to
construct and develop the airport's air cargo terminal. Our concession provides
us the right to collect landing charges and parking charges for aircraft using
the cargo terminal.
In September 2002, hurricane Isidore caused significant damages to the
state of Yucatan and to our airport in Merida, which was closed to commercial
traffic for 27 hours, resulting in the cancellation of 100 flights.
Additionally, the airport sustained property damage of Ps. 9.8 million, of which
Ps. 5.9 million was covered by insurance.
Cozumel International Airport
Cozumel International Airport is located on the island of Cozumel in
the state of Quintana Roo. The airport primarily serves foreign tourists. During
2002, 2003 and 2004, 445,886, 455,831 and 584,444 passengers, respectively,
traveled through Cozumel International Airport, most of which were international
passengers. Cozumel is the most frequently visited destination for cruise ships
in Mexico, hosting approximately 2.7 and 2.9 million cruise ship visitors in
2003 and 2004, respectively. Cozumel has one of the world's largest coral
reserves, and many passengers traveling to Cozumel are divers. The airport's
most important points of origin and destination are Houston, Dallas and Cancun.
The island of Cozumel has a population of approximately 71,000.
As part of our commercial strategy, at Cozumel International Airport's
main terminal we completed an expansion of 2,218 square meters (approximately
23,900 square feet) and a remodeling of 1,132 square meters (approximately
12,200 square feet), giving us a main terminal building with a total of 7,258
square meters (78,100 square feet) of which 610 square meters (6,600 square
feet) are for commercial use. The remodeled commercial center was inaugurated on
December 27, 2001.
The airport has a commercial runway with a length of 2,700 meters (1.7
miles). The airport has one main commercial terminal, with four remote boarding
positions. The airport also has a general aviation building for small private
aircraft.
In September 2004, we closed Cozumel airport for approximately 36 hours
as a safety precaution in anticipation of hurricane Ivan. Approximately 9
flights were cancelled, and no recorded damage or passenger injuries resulted.
Villahermosa International Airport
Villahermosa International Airport is located in the state of Tabasco,
approximately 75 kilometers (46.9 miles) from Palenque, a Mayan archeological
site. The city of Villahermosa has a population of approximately 658,000. Oil
exploration is the principal business activity in the Villahermosa area, and
most of the airport's passengers are businesspeople working in the oil industry.
During 2002, 2003 and 2004, the airport served 499,117, 599,729 and 673,313
passengers, respectively, substantially all of which arrived on domestic
flights. The airport's most important point of origin and destination is Mexico
City.
The airport has one runway with a length of 2,200 meters (1.4 miles).
The airport's main terminal has four remote parking positions.
Oaxaca International Airport
Oaxaca International Airport serves the city of Oaxaca, which is the
capital of the state of Oaxaca. The city of Oaxaca, located 390 kilometers
(243.8 miles) from the Pacific coast, has a population of approximately 511,000.
The airport served 433,296, 461,013 and 543,238 passengers in 2002, 2003 and
2004, respectively, most of which were domestic. The airport's passengers are
primarily Mexican businesspeople and tourists, thus its passenger volume and
results of operations are dependent on Mexican economic conditions. Oaxaca is a
picturesque colonial city located near several tourist attractions, including
the archeological ruins of Monte Alban and Mitla. The airport's most important
point of origin and destination is Mexico City.
The airport has one runway with a length of 2,450 meters (1.5 miles)
and a main terminal building with five remote positions. The airport also
includes a general aviation building for small private airplanes with 20
positions.
Veracruz International Airport
Veracruz International Airport is located in the city of Veracruz along
the Gulf of Mexico. The city of Veracruz has a population of approximately
600,000. Veracruz is the busiest port in Mexico in terms of commercial traffic,
and is the location of the country's largest container terminal. According to
the Mexican Bureau of Ports, Veracruz accounted for 21.6% of all waterborne
cargo handled by Mexican ports in 2004. In 2002, 2003 and 2004, the airport
served 479,574, 514,587 and 563,511 passengers, respectively. Because the
airport's passengers are primarily Mexican business people, its passenger volume
and results of operations are dependent on Mexican economic conditions. The
airport's most important point of origin and destination is Mexico City.
The airport has two perpendicular runways, one with a length of 2,400
meters (1.5 miles) and another with a length of 1,523 meters (1.0 miles). The
airport has one main commercial terminal. The airport also has a general
aviation building for small private aircraft with 23 positions.
Due to Veracruz's proximity to Mexico City, we believe Veracruz could
be an attractive location for developing cargo activities. In January 2002, we
entered into a contract with Alianz Aviation Group to allow Alianz to operate a
cargo hub at Veracruz.
Huatulco International Airport
Huatulco International Airport serves the Huatulco resort area in the
state of Oaxaca on Mexico's Pacific coast. Huatulco has a population of
approximately 14,000. Huatulco was developed as a tourist resort in the late
1980s. The airport served 268,354, 259,386 and 270,757 passengers in 2002, 2003
and 2004, respectively, most of which were domestic. The substantial majority of
the airport's passengers are international tourists, although many arrive
through domestic flights and are thus classified as domestic. The airport's most
important points of origin and destination are Mexico City, Monterrey and
Oaxaca.
The airport has one runway with a length of 2,700 meters (1.7 miles).
The airport's main terminal has three remote positions. The airport has a
general aviation building for small private airplanes with 8 positions.
Tapachula International Airport
Tapachula International Airport serves the city of Tapachula, which has
a population of approximately 199,000, and the state of Chiapas. In 2002, 2003
and 2004, the airport served 176,793, 184,750 and 193,573 passengers,
respectively, substantially all of which were domestic. The airport's passenger
volume and results of operations are dependent on Mexican economic conditions
since virtually all of its passengers are domestic. The airport's most important
point of origin and destination is Mexico City.
The airport has one runway with a length of 2,000 meters (1.3 miles).
The airport has one main terminal with three remote boarding positions. The
airport also has a general aviation building for small private aircraft with 24
boarding positions.
Minatitlan Airport
Minatitlan Airport is located near the Gulf of Mexico, 13 kilometers
(8.1 miles) from the city of Coatzacoalcos, 11 kilometers (6.9 miles) from the
city of Cosoleacaque and 26 kilometers (16.2 miles) from the city of Minatitlan.
The metropolitan area comprised of these three cities has a population of
approximately 541,000. In 2002, 2003 and 2004, the airport served 126,009,
130,900 and 126,497 passengers, respectively. In recent years, the airport's
passenger traffic has decreased due to lower oil and petrochemical industry
activity in Coatzacoalcos and Cosoleacaque. The airport's passengers are
principally domestic business people drawn by the area's petrochemical and
agriculture businesses. Because the airport's passengers are primarily Mexican
travelers, its passenger volume and results of operations are dependent on
Mexican economic conditions. The airport's most important point of origin and
destination is Mexico City.
The airport has one runway with a length of 2,100 meters (1.3 miles).
The airport's main terminal has three remote parking positions. The airport has
a general aviation building for small private airplanes with 30 boarding
positions.
Principal Air Traffic Customers
As of December 31, 2004, 45 international airlines and 17 Mexican
airlines operated flights at our nine airports (including airlines operating in
the charter terminal in Cancun International Airport and airlines operating
solely on a code share basis). A code share arrangement means that airlines that
do not fly their own aircraft into our airports arrange to share the passenger
space in another airline's aircraft, with both airlines booking passengers
through the same code.
Mexicana operates the most flights at our airports, with Aeromexico
providing the second highest number of flights. The following chart sets forth
total revenues from Mexicana and Aeromexico for 2002, 2003 and 2004 for
passenger fees, airport and commercial services (including VIP lounges) and
security.
Revenues from Principal Air Traffic Customers by Category of Service
(in thousands)
Mexicana Aeromexico
--------------------------------------------- ----------------------------------------------
2002 2003 2004 2002 2003 2004
-------------- -------------- -------------- -------------- -------------- --------------
Passenger Fees Ps. 140,596.8 Ps. 152,231.9 Ps. 163,898.9 Ps. 89,978.2 Ps. 86,411.9 Ps. 100,145.2
Airport and Commercial
Services (including VIP
lounges) 31,759.5 26,196.2 26,461.9 25,370.2 12,695.7 22,402.8
Security 3,006.4 3,089.8 3,129.2 1,876.3 3,089.8 1,919.4
------------ ------------ ------------ ------------ ------------ ------------
Total 175,362.7 181,517.9 193,490.0 117,224.7 102,197.4 124,467.4
============ ============ ============ ============ ============ ============
Airlines and other entities controlled by Cintra, S.A. de C.V., a
holding company of the Mexican government, collectively accounted for
approximately 26.7%, 22.6% and 19.5% of the revenues generated by our airports
in 2002, 2003 and 2004, respectively. Aeromexico and Mexicana are both owned by
Cintra, S.A. de C.V. The Mexican government directly owns approximately 10% of
the capital stock of Cintra, S.A. de C.V., and approximately 36% of the capital
stock of Cintra, S.A. de C.V. is owned by the Institution for the Protection of
Bank Savings, a decentralized entity of the Mexican federal government. Cintra,
S.A. de C.V. also controls several other airlines operating in our airports,
including Aerocaribe, Aerocozumel, Aerolitoral, as well as the largest provider
of baggage and ramp handling services at our airports, SEAT. After a period of
study, the Mexican Congress has approved the separate privatization of several
of these Cintra-controlled companies through a competitive bidding process. No
date has yet been set for this sale process. The Institution for the Protection
of Bank Savings is required by law to transfer all holdings, including its
shares of Cintra, S.A. de C.V. and the Mexican government has announced that it
intends to sell its shares of Cintra, S.A. de C.V. Further information regarding
Cintra, S.A. de C.V.-controlled entities may be found in "Item 7. Major
Shareholders and Related Party Transactions--Related Party
Transactions--Agreements with Entities Controlled by the Mexican Government."
Among foreign airlines, American Airlines and Continental Airlines
operate the greatest number of flights to and from our airports. In 2002,
American Airlines and Continental Airlines accounted for 6.4% and 5.6%,
respectively, of our revenues. In 2003, American Airlines and Continental
Airlines accounted for 6.7% and 5.6%, respectively, of our revenues. In 2004,
American Airlines and Continental Airlines accounted for 6.8% and 5.4%,
respectively, of our total revenues.
The following table sets forth our principal air traffic customers
based on the percentage of revenues they represented for the years ended
December 31, 2002, 2003 and 2004:
Principal Air Traffic Customers
Percentage of ASUR Revenues
--------------------------------
Year ended December 31,
--------------------------------
2002 2003 2004
---- ---- ----
Customer
Compania Mexicana de Aviacion, S.A. de C.V.* (Mexicana).. 13.0% 11.6% 9.6%
American Airlines........................................ 6.4% 6.7% 6.8%
Aerovias de Mexico, S.A. de C.V. (Aeromexico)............ 8.9% 6.5% 6.2%
Continental Airlines..................................... 5.6% 5.6% 5.4%
Aerovias Caribe, S.A. de C.V.* (Aerocaribe).............. 4.5% 4.1% 3.3%
Aviation Support S.A. de C.V............................. 4.0% 2.3% 2.0%
Aviacion Comercial Especializada S.A. de C.V............. 2.8% 4.1% 4.0%
Comercializadora de Productos en Aeropuertos............. 2.9% 3.8% 0%
Consorcio Aviacsa, S.A. de C.V........................... 3.5% 3.1% 3.6%
Lineas Aereas Allegro, S.A. de C.V. ..................... 3.5% 2.4% 0%
Air Routing International Corporation.................... 2.7% 2.2% 0%
American Trans Air....................................... 2.5% 2.0% 1.3%
Petroservicios de Mexico, S.A. de C.V.................... 1.1% 2.0% 2.5%
Other.................................................. 38.6% 43.6% 55.3%
Total.................................................. 100.0% 100.0% 100%
------ ------ ----
-----------
*Denotes airline controlled by the Mexican holding company Cintra, S.A. de C.V.
Seasonality
Our business is subject to seasonal fluctuations. In general, demand
for air travel is typically higher during the summer months and during the
winter holiday season, particularly in international markets, because there is
more vacation travel during these periods. Our results of operations generally
reflect this seasonality, but have also been impacted by numerous other factors
that are not necessarily seasonal, including economic conditions, war or threat
of war, weather, air traffic control delays and general economic conditions, as
well as the other factors discussed above. As a result, our operating results
for a quarterly period are not necessarily indicative of operating results for
an entire year, and historical operating results are not necessarily indicative
of future operating results.
Competition
Since our business is substantially dependent on international
tourists, our principal competition is from competing tourist destinations. We
believe that the main competitors to Cancun are vacation destinations in Mexico,
such as Acapulco, Puerto Vallarta and Los Cabos, and elsewhere such as Puerto
Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean island
and Central American resorts. In March 2000, a new airport opened in Chichen
Itza. This airport is operated by the former operator of the charter terminal in
Cancun International Airport. In addition, in October 2004, the Mexican state of
Quintana Roo formed a majority state-owned company, Aeropuerto Internacional de
la Riviera Maya, S.A. de C.V., to seek a concession from the Mexican federal
government to build and operate a new airport in the Mayan Riviera region of the
state. ASUR has no further details on the construction or projected opening of
the airport and is unable to predict the effect that it may have on ASUR's
passenger traffic or operating results if the project is successfully carried
out.
The relative attractiveness of the locations we serve is dependent on
many factors, some of which are beyond our control. These factors include
promotional activities and pricing policies of hotel and resort operators,
weather conditions, natural disasters (such as hurricanes) and the development
of new resorts that may be considered more attractive. There can be no assurance
that the locations we serve will continue to attract the same level of passenger
traffic in the future.
Excluding Cancun International Airport, our airports generally do not
face significant competition. The Mexican Airport and Auxiliary Services Agency
currently operates seven small airports in Mexico's southeast region. The
Mexican Airport and Auxiliary Services Agency estimates that its airports
collectively account for less than 10% of the passengers traffic in the region.
REGULATORY FRAMEWORK
Sources of Regulation
The following are the principal laws, regulations and instruments that
govern our business and the operation of our airports:
o the Mexican Airport Law, enacted December 22, 1995,
o the regulations to the Mexican Airport Law, enacted February 17, 2000,
o the Mexican Communications Law, enacted February 19, 1940,
o Mexican Civil Aviation Law, enacted May 12, 1995,
o the Mexican Federal Duties Law, enacted December 31, 1981,
o the Mexican National Assets Law, enacted May 20, 2004, and
o the concessions that entitle our subsidiaries to operate our nine airports,
which were granted June 29, 1998 and amended on March 19, 1999.
The Mexican Airport Law and the regulations to the Mexican Airport Law
establish the general framework regulating the construction, operation,
maintenance and development of Mexican airport facilities. The Mexican Airport
Law's stated intent is to promote the expansion, development and modernization
of Mexico's airport infrastructure by encouraging investment and competition.
Under the Mexican Airport Law, a concession granted by the Ministry of
Communications and Transportation is required to construct, operate, maintain or
develop a public service airport in Mexico. A concession generally must be
granted pursuant to a public bidding process, except for: (i) concessions
granted to (a) entities considered part of "the federal public administration"
as defined under Mexican law and (b) private companies whose principal
stockholder may be a state or municipal government; (ii) concessions granted to
operators of private airports (who have operated privately for five or more
years) wishing to begin operating their facilities as public service airports;
and (iii) complementary concessions granted to existing concession holders.
Complementary concessions may be granted only under certain limited
circumstances, such as where an existing concession holder can demonstrate,
among other things, that the award of the complementary concession is necessary
to satisfy passenger demand. On June 29, 1998, the Ministry of Communications
and Transportation granted nine concessions to operate, maintain and develop the
nine principal airports in Mexico's southeast region to our subsidiaries.
Because our subsidiaries were considered entities of the federal public
administration at the time the concessions were granted, the concessions were
awarded without a public bidding process. Each of our concessions was amended on
March 19, 1999 in order, among other things, to incorporate each airport's
maximum rates and certain other terms as part of the concession.
On May 20, 2004 a new Mexican National Assets Law was adopted and
published in the Diario Oficial de la Federacion which, among other items,
establishes regulations relating to concessions on real property held in the
public domain, including the airports that we operate. The new Mexican National
Assets Law requires concessionaires of real property held in the public domain
that are used for administrative or other non-public purposes to pay a tax. In
addition, the new Mexican National Assets Law establishes new grounds for
revocation of concessions for failure to pay this tax.
The constitutionality of the new Mexican National Assets Law
has not been challenged in Mexico's court system. If challenged in the future, a
court could declare the tax void or determine an alternate amount. We do not
expect that this new tax will materially affect our results of operations or
financial condition.
On February 17, 2000 the regulations to the Mexican Airport Law were
issued. Although we believe we are currently complying with the principal
requirements of the Mexican Airport Law and its regulations, we are not in
compliance with certain requirements under the regulations. These violations
could result in fines or other sanctions being assessed by the Ministry of
Communications and Transportation, and are among the violations that could
result in termination of a concession if they occur three or more times.
Role of the Ministry of Communications and Transportation
The Ministry of Communications and Transportation is the principal
regulator of airports in Mexico and is authorized by the Mexican Airport Law to
perform the following functions:
o grant, modify and revoke concessions for the operation of airports,
o establish air transit rules and rules regulating take-off and landing
schedules through the Mexican air traffic control authority,
o take all necessary action to create an efficient, competitive and
non-discriminatory market for airport-related services,
o approve any transaction or transactions that directly or indirectly may
result in a change of control of a concession holder,
o approve the master development plans prepared by each concession holder
every five years,
o determine each airport's maximum rates,
o approve any agreements entered into between a concession holder and a third
party providing airport or complementary services at its airport,
o establish safety regulations,
o monitor airport facilities to determine their compliance with the Mexican
Airport Law, other applicable laws and the terms of the concessions, and
o impose penalties for failure to observe and perform the rules under the
Mexican Airport Law, the Mexican Airport Law regulations and the
concessions.
In addition, under the Mexican Organic Law of the Federal Public
Administration, the Mexican Airport Law and the Mexican Civil Aviation Law, the
Ministry of Communications and Transportation is required to provide air traffic
control, radio assistance and aeronautical communications at Mexico's airports.
The Ministry of Communications and Transportation provides these services
through SENEAM, the Mexican air traffic control authority, which is a division
of the Ministry of Communications and Transportation. Since 1978, the Mexican
air traffic control authority has provided air traffic control for Mexico's
airports.
New Regulatory Agency
The Ministry of Communications and Transportation has announced that it
intends to establish a new regulatory agency. This new agency is expected to be
authorized to monitor our activities and those of the other new airport groups,
to enforce applicable regulations and to propose amendments to concessions, to
set maximum rates, to resolve disputes between concession holders and airport
users (such as airlines) and to collect and distribute information relating to
the airport sector. No date for the establishment of this new regulatory agency
has been publicly announced.
Scope of Concessions and General Obligations of Concession Holders
As authorized under the Mexican Airport Law, each of the concessions
held by our subsidiaries is for an initial 50-year term. This initial term of
each of our concessions may be renewed in one or more terms for up to an
additional 50 years, subject to the concession holder's acceptance of any new
conditions imposed by the Ministry of Communications and Transportation and to
its compliance with the terms of its concession.
The concessions held by our subsidiary concession holders allow the
relevant concession holder, during the term of the concession, to: (i) operate,
maintain and develop its airport and carry out any necessary construction in
order to render airport, complementary and commercial services as provided under
the Mexican Airport Law and the Mexican Airport Law regulations; and (ii) use
and develop the assets that comprise the airport that is the subject of the
concession (consisting of the airport's real estate and improvements but
excluding assets used in connection with fuel supply and storage). These assets
are government-owned assets, subject to the Mexican National Assets Law. Upon
expiration of a concession, these assets automatically revert to the Mexican
government.
Substantially all of contracts entered into by the Mexican Airport and
Auxiliary Services Agency with respect to each of our airports have been
assigned to the relevant concession holder for each airport. As part of this
assignment, each concession holder agreed to indemnify the Mexican Airport and
Auxiliary Services Agency for any loss suffered by the Mexican Airport and
Auxiliary Services Agency due to the concession holder's breach of its
obligations under an assigned agreement.
Under the Mexican Federal Duties Law, each of our subsidiary concession
holders is required to pay the Mexican government a concession fee based on its
gross annual revenues from the use of public domain assets pursuant to the terms
of its concession. Currently, this concession fee is set at a rate of 5% and may
be revised annually by the Mexican Congress. Our concessions provide that we may
request an amendment of our maximum rates if there is a change in this
concession fee.
Concession holders are required to provide airport security. If public
order or national security is endangered, the competent federal authorities are
authorized to act to protect the safety of aircraft, passengers, cargo, mail,
installations and equipment.
Each concession holder and any third party providing services at an
airport is required to carry specified insurance in amounts and covering
specified risks, such as damage to persons and property at the airport, in each
case as specified by the Ministry of Communications and Transportation. To date
the Ministry of Communications and Transportation has not specified the required
amounts of insurance. We cannot assure you that we will not be required to
obtain additional insurance once these amounts are specified.
ASUR and our subsidiary concession holders are jointly and severally
liable to the Ministry of Communications and Transportation for the performance
of all obligations under the concessions held by our subsidiaries. Each of our
subsidiary concession holders is responsible for the performance of the
obligations set forth in its concession, including the obligations arising from
third-party contracts, as well as for any damages to the Mexican
government-owned assets which they use and to third-party airport users. In the
event of a breach of one concession, the Ministry of Communications and
Transportation is authorized to revoke all of the concessions held by our
subsidiaries.
The shares of a concession holder and the rights under a concession may
be subject to a lien only with the approval of the Ministry of Communications
and Transportation. No agreement documenting liens approved by the Ministry of
Communications and Transportation may allow the beneficiary of a pledge to
become a concession holder under any circumstances.
A concession holder may not assign any of its rights or obligations
under its concession without the authorization of the Ministry of Communications
and Transportation. The Ministry of Communications and Transportation is
authorized to consent to an assignment only if the proposed assignee satisfies
the requirements to be a concession holder under the Mexican Airport Law,
undertakes to comply with the obligations under the relevant concession and
agrees to any other conditions that the Ministry may require.
Classification of Services Provided at Airports
The Mexican Airport Law and the Mexican Airport Law regulations
classify the services that may be rendered at an airport into the following
three categories:
o 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).
o 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.
o 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.
Third parties rendering airport, complementary or commercial services
are required to do so pursuant to a written agreement with the relevant
concession holder. All agreements relating to airport or complementary services
are required to be approved by the Ministry of Communications and
Transportation. The Mexican Airport Law provides that the concession holder is
jointly liable with these third parties for compliance with the terms of the
relevant concession with respect to the services provided by such third parties.
All third-party service providers of complementary services are required to be
corporations incorporated under Mexican law.
Airport and complementary services are required to be provided to all
users in a uniform and regular manner, without discrimination as to quality,
access or price. Concession holders are required to provide airport and
complementary services on a priority basis to military aircraft, disaster
support aircraft and aircraft experiencing emergencies. Airport and
complementary services are required to be provided at no cost to military
aircraft and aircraft performing national security activities.
In the event of force majeure, the Ministry of Communications and
Transportation may impose additional regulations governing the provision of
services at airports, but only to the extent necessary to address the force
majeure event. The Mexican Airport Law allows the airport administrator
appointed by a concession holder to suspend the provision of airport services in
the event of force majeure.
A concession holder is also required to take all necessary measures to
create a competitive market for complementary services. Due to space, efficiency
and safety considerations, a concession holder may limit the number of providers
of complementary services in its airport. If the number of complementary service
providers must be limited due to these considerations, contracts for the
provision of complementary services must be awarded through a competitive
bidding process.
Master Development Plans
Concession holders are also required to submit to the Ministry of
Communications and Transportation a master development plan describing, among
other things, the concession holder's construction and maintenance plans.
Each master development plan is for a fifteen-year period and is
required to be updated every five years and resubmitted for approval to the
Ministry of Communications and Transportation. Upon such approval, the master
development plan is deemed to constitute a part of the relevant concession. Any
major construction, renovation or expansion of an airport may only be made
pursuant to a concession holder's master development plan or upon approval by
the Ministry of Communications and Transportation. Information required to be
presented in the master development plan includes:
o airport growth and development expectancies,
o 15-year projections for air traffic demand (including passenger, cargo and
operations),
o construction, conservation, maintenance, expansion and modernization
programs for infrastructure, facilities and equipment,
o five-year detailed investment program and planned major investments for the
following ten years,
o probable sources of financing,
o descriptive airport plans, and
o environmental protection measures.
The concessions require the concession holder to engage recognized
independent consultants to conduct polls among airport users with respect to
current and expected quality standards, and to prepare air traffic projections
and investment requirements. The concession holder must submit a draft of the
master development plan to airport users for their review and comments. Further,
the concession holder must submit the master development plan to the Ministry of
Communications and Transportation prior to the expiration of the five-year term.
The Ministry of Communications and Transportation may request additional
information or clarification as well as seek further comments from airport
users.
Changes to a master development plan and investment program require the
approval of the Ministry of Communications and Transportation, except for
emergency repairs and minor works that do not adversely affect an airport's
operations.
On December 30, 2003, the Ministry of Communications and Transportation
approved our current master development plans. The current terms of the updated
master development plans went into effect on January 1, 2004, and will be in
effect until December 31, 2008.
The following table sets forth our committed investments for each
airport pursuant to the terms of our current master development plans for the
periods presented.
Committed Investments
Year ended December 31,
----------------------------------------------------------------------------------------
2004 2005 2006 2007 2008 Total
------------- ------------- ------------- ------------- ------------- -------------
(thousands of pesos(1))
Cancun............ Ps. 242,922 Ps. 449,521 Ps. 99,655 Ps. 200,756 Ps. 105,918 Ps. 1,098,772
Merida............ 8,177 49,611 15,317 17,867 14,979 105,951
Cozumel........... 8,210 17,947 754 5,882 33,010 65,803
Villahermosa...... 18,897 50,099 25,945 20,976 2,064 117,981
Oaxaca............ 5,079 5,167 3,120 4,530 5,794 23,690
Veracruz.......... 18,518 21,719 885 1,990 14,126 57,238
Huatulco.......... 14,569 5,174 5,677 8,884 3,783 38,087
Tapachula......... 14,621 21,038 13,622 12,322 1,331 62,934
Minatitlan........ 34,775 46,486 3,982 6,940 11,371 103,554
------ ------ ----- ----- ------ -------
Total........... Ps. 365,768 Ps. 666,762 Ps. 168,957 Ps. 280,147 Ps. 192,376 Ps. 1,674,010
============ ============ ============ ============ ============ =============
-----------
(1) Expressed in adjusted pesos as of December 31, 2004 based on the Mexican construction price index in
accordance with the terms of our master development plan.
Price Regulation
The Mexican Airport Law provides that the Ministry of Communications
and Transportation may establish price regulations for services for which the
Antitrust Commission determines that a competitive market does not exist. On
March 9, 1999, the Antitrust Commission issued a ruling stating that competitive
markets generally do not exist for airport services and airport access provided
to third parties rendering complementary services. This ruling authorized the
Ministry of Communications and Transportation to establish regulations governing
the prices that may be charged for airport services and access fees that may be
charged to providers of complementary services in our airports. On March 19,
1999, a new regulation, the Rate Regulation, was incorporated within the terms
of each of our concessions. The Rate Regulation, which became effective May 1,
1999, establishes the annual maximum rates for each of our concession holders,
which is the maximum amount of revenue per work load unit (one passenger or 100
kilograms (220 pounds) of cargo) in a given year that the concession holder may
earn at its airports from all regulated revenue sources.
Regulated Revenues
The Rate Regulation establishes a "dual-till" system of price
regulation under which certain of our revenues, such as passenger charges,
landing charges, aircraft parking charges and access fees from third parties
providing complementary services at our airports, are regulated, while the
revenues that we earn from commercial activities in our terminals, such as the
leasing of space to duty-free stores, retailers, restaurants, car rental
companies and banks, are not regulated.
The Rate Regulation provides that the following sources of revenues are
regulated under this "dual-till" system:
o revenues from airport services (as defined under the Mexican Airport Law),
other than automobile parking, and
o 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.
All other sources of revenues at our airports are not regulated.
Approximately 86.1%, 84.0%, and 78.8% of our revenues in 2002, 2003 and 2004,
respectively, were derived from regulated sources of revenue.
Each concession holder is entitled to determine the prices charged for
each regulated service and is required to register such prices with the Ministry
of Communications and Transportation. Once registered, those prices are deemed
part of its concession, and may only be changed every six months or earlier if
there has been a cumulative increase of at least 5% in the Mexican producer
price index (excluding petroleum) as published by the Mexican Central Bank since
the date of the last adjustment and in other specific circumstances. See
"--Special Adjustments to Maximum Rates."
Current Maximum Rates
Each airport's maximum rates from January 1, 2004 to December 31, 2008
were set by the Ministry of Communications and Transportation in December 2003.
The following table sets forth the maximum rates for each of our
airports for the periods indicated. These maximum rates are subject to
adjustment only under the limited circumstances described below under "Special
Adjustments to Maximum Rates."
Maximum Rates(1)(2)
Year ended December 31,
------------------------------------------------------------------------
2004 2005 2006 2007 2008
------------ ------------ ------------ ------------ ------------
Cancun.................... Ps. 114.20 Ps. 113.34 Ps 112.49 Ps. 111.64 Ps. 110.80
Merida.................... 86.06 85.42 84.78 84.15 83.52
Cozumel................... 122.53 121.61 120.69 119.78 118.89
Villahermosa.............. 99.71 98.95 98.22 97.48 96.75
Oaxaca.................... 105.13 104.33 103.55 102.77 102.01
Veracruz.................. 89.30 88.62 87.95 87.30 86.64
Huatulco.................. 101.00 100.25 88.02 98.75 98.01
Tapachula................. 125.60 124.66 123.73 122.80 121.88
Minatitlan................ 107.05 106.25 105.45 104.66 103.88
-----------
(1) Expressed in adjusted pesos as of December 31, 2004 based on the Mexican
producer price index (excluding petroleum).
(2) Our concessions provide that each airport's maximum rate may be adjusted
annually to take account of projected improvements in efficiency. For the
five-year period ending December 31, 2008, the maximum rates applicable to
our airports reflect a projected annual efficiency improvement of .75%.
Methodology For Determining Future Maximum Rates
The Rate Regulation provides that each airport's annual maximum rates
are to be determined in five-year intervals based on the following variables:
o Projections for the fifteen-year period of work load units (each of which
is equivalent to one passenger or 100 kilograms (220 pounds) of cargo),
operating costs and expenses (excluding amortization and depreciation)
related to services subject to price regulation.
o 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.
o 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.
o A discount rate to be determined by the Ministry of Communications and
Transportation. The concessions provide that the discount rate shall
reflect the cost of capital to Mexican and international companies in the
airport industry (on a pre-tax basis), as well as Mexican economic
conditions. The concessions provide that the discount rate shall be at
least equal to the average yield of long-term Mexican government debt
securities quoted in the international markets during the prior 24 months
plus a risk premium to be determined by the Ministry of Communications and
Transportation based on the inherent risk of the airport business in
Mexico.
Our concessions specify a discounted cash flow formula to be used to
determine the maximum rates that, given the projected pre-tax earnings, capital
expenditures and discount rate, would result in a net present value equal to the
reference values established in connection with the last determination of
maximum rates.
Our concessions provide that each airport's maximum rate may be
adjusted annually to take account of projected improvements in efficiency. For
the five-year period ending December 31, 2008, the maximum rates applicable to
our airports reflect a projected annual efficiency improvement of 0.75%.
The concessions provide that each airport's reference values, discount
rate and the other variables used in calculating the maximum rates are not
guarantees and do not in any manner represent an undertaking by the Ministry of
Communications and Transportation or the Mexican government as to the
performance of any concession holder. To the extent that the revenues from
services subject to price regulation in any period are less than an airport's
maximum rate multiplied by the work load units processed for such period, no
adjustment will be made to compensate for this shortfall.
To the extent that such aggregate revenues per work load unit exceed
the relevant maximum rate, the Ministry of Communications and Transportation may
proportionately reduce the maximum rate in the immediately subsequent year and
assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in
the Federal District (Mexico City). On December 31, 2004, the daily minimum wage
in Mexico City was Ps. 45.24. As a result, the maximum penalty at such date
could have been Ps. 2.26 million (U.S.$202,879). In the event that a concession
holder fails to comply with certain terms of its concession, or violates certain
other terms of its concession after having been sanctioned at least three times
for violation of that concession, the Ministry of Communications and
Transportation is entitled to revoke its concession. We would face similar
sanctions for any violations of the Mexican Airport Law or its regulations. A
full discussion of circumstances which might lead to a revocation of a
concession may be found below at "Penalties and Termination and Revocation of
Concessions and Concession Assets."
Currently, our calculation of work load units (one passenger or 100
kilograms (220 pounds) of cargo does not include transit passengers. There is a
possibility that in the future our work load units may include transit
passengers and the Ministry of Communications and Transportation will decrease
our maximum rates to reflect this higher passenger base. Although there can be
no assurance, we do not expect this change to occur in the short term or have a
material adverse effect on our revenues if and when it happens.
Special Adjustments to Maximum Rates
Once determined, each airport's maximum rates are subject to special
adjustment only under the following circumstances:
o 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.
o Macroeconomic conditions. A concession holder may also request an
adjustment in its maximum rates if, as a result of a decrease of at least
5% in Mexican gross domestic product in a 12-month period, the work load
units processed in the concession holder's airport are less than that
projected when its maximum rates were determined. To grant an adjustment
under these circumstances, the Ministry of Communications and
Transportation must have already allowed the concession holder to decrease
its projected capital improvements as a result of the decline in passenger
traffic volume. There can be no assurance that any request on these grounds
would be approved.
o 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.
o 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.
o Excess revenues. In the event that revenues subject to price regulation per
work load unit in any year exceed the applicable maximum rate, the maximum
rate for the following year will be decreased to compensate airport users
for overpayment in the previous year. Under these circumstances, the
Ministry of Communications and Transportation is also entitled to assess
penalties against the concession holder.
Ownership Commitments and Restrictions
The concessions require us to retain a 51% direct ownership interest in
each of our nine concession holders throughout the term of these concessions.
Any acquisition by us or one of our concession holders of any additional airport
concessions or of a beneficial interest of 30% or more of another concession
holder requires the consent of the Antitrust Commission. In addition, the
concessions prohibit us and our concession holders, collectively or
individually, from acquiring more than one concession for the operation of an
airport along each of Mexico's southern and northern borders.
Air carriers are prohibited under the Mexican Airport Law from
controlling or beneficially owning 5% or more of the shares of a holder of an
airport concession. We, and each of our subsidiaries, are similarly restricted
from owning 5% or more of the shares of any air carrier.
Foreign governments acting in a sovereign capacity are prohibited from
owning any direct or indirect equity interest in a holder of an airport
concession.
Reporting, Information and Consent Requirements
Concession holders and third parties providing services at airports are
required to provide the Ministry of Communications and Transportation access to
all airport facilities and information relating to an airport's construction,
operation, maintenance and development. Each concession holder is obligated to
maintain statistical records of operations and air traffic movements in its
airport and to provide the Ministry of Communications and Transportation with
any information that it may request. Each concession holder is also required to
publish its annual audited consolidated financial statements in a principal
Mexican newspaper within the first four months of each year.
The Mexican Airport Law provides that any person or group directly or
indirectly acquiring control of a concession holder is required to obtain the
consent of the Ministry of Communications and Transportation to such control
acquisition. For purposes of this requirement, control is deemed to be acquired
in the following circumstances:
o if a person acquires 35% or more of the shares of a concession holder,
o if a person has the ability to control the outcome of meetings of the
stockholders of a concession holder,
o if a person has the ability to appoint a majority of the members of the
board of directors of a concession holder, and
o if a person by any other means acquires control of an airport.
Under the regulations to the Mexican Airport Law, any company acquiring
control of a concession holder is deemed to be jointly and severally liable with
the concession holder for the performance of the terms and conditions of the
concession.
The Ministry of Communications and Transportation is required to be
notified upon any change in a concession holder's chief executive officer, board
of directors or management. A concession holder is also required to notify the
Ministry of Communications and Transportation at least 90 days prior to the
adoption of any amendment to its bylaws concerning the dissolution, corporate
purpose, merger, transformation or spin-off of the concession holder.
Penalties and Termination and Revocation of Concessions and Concession Assets
The Mexican Airport Law provides that sanctions of up to 400,000 times
the minimum daily wage in the Federal District (Mexico City) may be assessed for
failures to comply with the terms of a concession. On December 31, 2004, the
daily minimum wage in Mexico City was Ps.45.24. As a result, the maximum penalty
at such date could have been Ps.18.09 million (U.S.$1.62 million).
Under the Mexican Airport Law and the terms of the concessions, a
concession may be terminated upon any of the following events:
o expiration of its term,
o surrender by the concession holder,
o revocation of the concession by the Ministry of Communications and
Transportation,
o reversion of the Mexican government-owned assets that are the subject of
the concession (principally real estate, improvements and other
infrastructure),
o inability to achieve the purpose of the concession, except in the event of
force majeure, or
o dissolution, liquidation or bankruptcy of the concession holder.
In addition, on May 20, 2004 a new Mexican National Assets Law was
adopted and published in the Diario Oficial de la Federacion which, among other
items, establishes regulations relating to concessions on real property held in
the public domain, including the airports that we operate. The new Mexican
National Assets Law requires concessionaires of real property held in the public
domain that are used for administrative or other non-public purposes to pay a
tax. In addition, the new Mexican National Assets Law establishes new grounds
for revocation of concessions for failure to pay this tax.
Following a concession's termination, the concession holder remains
liable for the performance of its obligations during the term of the concession.
Upon termination, whether as a result of expiration or revocation, the
real estate and fixtures that were the subject of the concession automatically
revert to the Mexican government. In addition, upon termination the Mexican
federal government has a preemptive right to acquire all other assets used by
the concession holder to provide services under the concession at prices
determined by expert appraisers appointed by the Ministry of Communications and
Transportation. Alternatively, the Mexican government may elect to lease these
assets for up to five years at fair market rates as determined by expert
appraisers appointed by the Mexican government and the concession holder. In the
event of a discrepancy between appraisals, a third expert appraiser must be
jointly appointed by the Mexican government and the concession holder. If the
concession holder does not appoint an expert appraiser, or if such appraiser
fails to determine a price, the determination of the appraiser appointed by the
Mexican government will be conclusive. If the Mexican government chooses to
lease the assets, it may thereafter purchase the assets at their fair market
value, as determined by an expert appraiser jointly appointed by the Mexican
government and the concession holder.
The Mexican Communications Law, however, provides that upon expiration,
termination or revocation of a concession, all assets necessary to operate the
airports will revert to the Mexican government, at no cost, and free of any
liens or other encumbrances. There is substantial doubt as to whether the
provisions of our concessions would prevail over those of the Mexican
Communications Law. Accordingly, there can be no assurance that upon expiration
or termination of our concessions the assets used by our subsidiary concession
holders to provide services at our airports will not revert to the Mexican
government, free of charge, together with government-owned assets and
improvements permanently attached thereto.
A concession may be revoked by the Ministry of Communications and
Transportation under certain conditions, including:
o the failure by a concession holder to begin operating, maintaining and
developing an airport pursuant to the terms established in the concession,
o the failure by a concession holder to maintain insurance as required under
the Mexican Airport Law,
o 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,
o any alteration of the nature or condition of an airport's facilities
without the authorization of the Ministry of Communications and
Transportation,
o use, with a concession holder's consent 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,
o knowingly appointing 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,
o a violation of the safety regulations established in the Mexican Airport
Law and other applicable laws,
o a total or partial interruption of the operation of an airport or its
airport or complementary services without justified cause,
o the failure of ASUR to be the beneficial owner of at least 51% of the
capital stock of its subsidiary concession holders,
o the failure to maintain the airport's facilities,
o the provision of unauthorized services,
o 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,
o charging prices higher than those registered with the Ministry of
Communications and Transportation for regulated services or exceeding the
applicable maximum rate,
o any act or omission that impedes the ability of other service providers or
authorities to carry out their functions within the airport, or
o any other failure to comply with the Mexican Airport Law, its regulations
and the terms of a concession.
The Ministry of Communications and Transportation is entitled to revoke
a concession without prior notice as a result of the first six events described
above. In the case of other violations, a concession may be revoked as a result
of a violation only if sanctions have been imposed at least three times with
respect to the same violation.
According to the Mexican National Assets Law, Mexico's national
patrimony consists of private and government-owned assets of the Federation. The
surface area of our airports and improvements on such space are considered
government-owned assets. A concession concerning government-owned assets may be
"rescued," or revert to the Mexican government prior to the concession's
expiration, when considered necessary for the public interest. In exchange, the
Mexican government is required to pay compensation as determined by expert
appraisers. Following a declaration of "rescue," or reversion, the assets that
were subject to the concession are automatically returned to the Mexican
government.
In the event of war, public disturbances or threats to national
security, the Mexican government may requisition any airport, airport and
complementary services as well as any other airport assets. Such government
action may exist only during the duration of the emergency. Except in the case
of war, the Mexican federal government is required to compensate all affected
parties for any damages or losses suffered as a result of such government
action. If the Mexican government and a concession holder cannot agree as to the
appropriate amount of damages or losses, the amount of damages shall be
determined by experts jointly appointed by both parties and the amount of losses
shall be determined based on the average net income of the concession holder
during the previous year.
Grants of new concessions
The Mexican government may grant new concessions to manage, operate,
develop and construct airports. Such concessions may be granted through a public
bidding process in which bidders must demonstrate their technical, legal,
managerial and financial capabilities. In addition, the government may grant
concessions without a public bidding process to the following entities:
o Parties who hold permits to operate civil aerodromes and intend
to transform the aerodrome into an airport so long as (i) the
proposed change is consistent with the national airport
development programs and policies, (ii) the civil aerodrome has
been in continuous operation for the previous 5 years and (iii)
the permit holder complies with all requirements of the
concession;
o 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;
o Current concession holders when it is in the public interest for
their airport to be relocated;
o Entities in the federal public administration; and
o Commercial entities in which local or municipal governments have
an equity interest if the entities' corporate purpose is to
manage, operate, develop and /or construct airports.
Environmental Matters
Our operations are subject to Mexican federal and state laws and
regulations relating to the protection of the environment. The principal
environmental laws include the General Law of Ecological Balance and
Environmental Protection, or the Ecological Law, which is administered by the
Federal Attorney's Office for the Protection of the Environment, the enforcement
arm of the Ministry of the Environment, Natural Resources and Fishing, and the
Law of National Waters and its regulations, which are administered by the
National Water Commission. Under the Ecological Law, regulations have been
promulgated concerning air pollution, environmental impact studies, noise
control and hazardous wastes. The Ecological Law also regulates vibrations,
thermal energy, soil pollution and visual pollution that result from
construction, although the Mexican government has not yet issued specific
enforcement standards on these issues. Pursuant to the Law of National Waters,
companies that discharge waste water must comply with maximum allowable
contaminant levels in order to preserve water quality. The Ecological Law also
provides that companies that contaminate the soil are responsible for clean-up.
Promulgated pursuant to the Ecological Law, Mexican Official Norms, which are
technical regulations issued by a competent regulatory authority, establish
standards relating to air emissions, discharges of pollution and waste water and
the handling of hazardous waste. Mexican Official Norms also regulate noise
pollution. The Federal Attorney's Office for the Protection of the Environment
can bring administrative, civil and criminal proceedings against companies that
violate environmental laws, and it also has the power to close non-complying
facilities. Every company in Mexico is required to provide the National
Institute of Ecology, the regulatory arm of the Ministry of the Environment,
Natural Resources and Fishing, with periodic reports regarding compliance with
the Ecological Law and the regulations thereunder.
Under the terms of our concessions, the Mexican government has agreed
to indemnify us for any environmental liabilities arising prior to March 19,
1998 and for any failure by the Mexican Airport and Auxiliary Services Agency
prior to November 1, 1998 to comply with its agreements with Mexican
environmental authorities. Although there can be no assurance, we believe that
we are entitled to be indemnified for the amounts related to the actions our
predecessor was required to perform under these agreements. For further
information regarding these liabilities, see Note 13 to our financial
statements.
The level of environmental regulation in Mexico has increased in recent
years, and the enforcement of the law is becoming more stringent. We expect this
trend to continue and to be stimulated by international agreements between
Mexico and the United States. We do not expect that compliance with Mexican
environmental laws or Mexican state environmental laws will have a material
effect on our financial condition or results of operations. There can be no
assurance, however, that environmental regulations or the enforcement thereof
will not change in a manner that could have a material adverse effect on our
business, results of operations, prospects or financial condition.
The Procuraduria Federal de Proteccion Ambiental (PROFEPA) has issued
"clean industry" certificates for all of our airports. These certificates
certify compliance with applicable Mexican environmental law regulations. We are
in compliance with the requirement to renew these certificates every two years.
ORGANIZATIONAL STRUCTURE
The following table sets forth our consolidated subsidiaries as of
December 31, 2004, including our direct and indirect ownership interest in each:
Subsidiary Ownership Interest
---------- ------------------
Aeropuerto de Cancun, S.A. de C.V. 99.99%
Aeropuerto de Cozumel, S.A. de C.V. (1) 99.99%
Aeropuerto de Merida, S.A. de C.V. 99.99%
Aeropuerto de Huatulco, S.A. de C.V. (2) 99.99%
Aeropuerto de Oaxaca, S.A. de C.V. 99.99%
Aeropuerto de Veracruz, S.A. de C.V. (3) 99.99%
Aeropuerto de Villahermosa, S.A. de C.V. 99.99%
Aeropuerto de Tapachula, S.A. de C.V. (4) 99.99%
Aeropuerto de Minatitlan, S.A. de C.V. (5) 99.99%
Servicios Aeroportuarios del Sureste, S.A. de C.V. 99.99%
(1) As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 18.1% equity
participation in this airport.
(2) As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 24.2% equity
participation in this airport.
(3) As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 8.9% equity
participation in this airport.
(4) As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 29.9% equity
participation in this airport.
(5) As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 30.0% equity
participation in this airport.
All of our subsidiaries are organized under the laws of Mexico.
PROPERTY, PLANT, AND EQUIPMENT
Pursuant to the Mexican General Law of National Assets, all real estate
and fixtures in our airports are owned by the Mexican nation. Each of our
concessions is scheduled to terminate in 2048, although each concession may be
extended one or more times for up to an aggregate of an additional fifty years.
The option to extend a concession is subject to our acceptance of any changes to
such concession that may be imposed by the Ministry of Communications and
Transportation and our compliance with the terms of our current concessions.
Upon expiration of our concessions, these assets automatically revert to the
Mexican nation, including improvements we may have made during the terms of the
concessions, free and clear of any liens and/or encumbrances, and we will be
required to indemnify the Mexican government for damages to these assets, except
for those caused by normal wear and tear.
Our corporate headquarters are located in Mexico City, and total 742.64
square meters. We also rent two warehouses totaling 128 square meters located in
Mexico City for storage.
We maintain comprehensive insurance coverage that covers the principal
assets of our airports and other property, subject to customary limits, against
damage due to natural disasters, accidents or similar events. We do not maintain
business interruption insurance.
Item 5. Operating and Financial Review and Prospects
The following discussion is derived from our financial statements,
which are included elsewhere in this annual report. This discussion does not
include all of the information included in these financial statements. You
should read these financial statements to gain a better understanding of our
business and our historical results of operations.
Our financial statements have been prepared in accordance with Mexican
GAAP, which differ in certain respects from U.S. GAAP. See Note 15 to our
financial statements for a description of the principal differences between
Mexican GAAP and U.S. GAAP as they relate to us.
Passenger Traffic Volume and Composition
A substantial majority of the revenues generated from our nine airports
have been earned from aeronautical services. For example, in 2002, 2003 and
2004, 80.7%, 78.8% and 75.0% respectively, of our revenues were derived from
aeronautical services and the remainder of our revenues was derived from
non-aeronautical services.
Our principal source of revenues is passenger charges, which are
charges collected from airlines for each passenger (other than diplomats,
infants and transfer and transit passengers) departing from the airport
terminals that we operate. In 2002, 2003 and 2004, passenger charges represented
73.9%, 77.2 % and 80.5% of our aeronautical services revenues and 59.6%, 60.8%
and 60.3% respectively, of our consolidated revenues. As a result, the principal
factor affecting our results of operations is the number of passengers using our
airports.
In recent years, the aggregate passenger traffic volume in our airports
has been divided between domestic and international passengers at fairly
constant levels. In 2002, 2003 and 2004, for example, approximately 58.3%, 58.5%
and 61.6%, respectively, of the passengers using our airports were international
and the remaining were domestic. During 2002, 2003 and 2004, 37.4%, 39.7% and
42.1% of our total revenues were derived from passenger charges collected from
international passengers.
Of the international passengers traveling through our airports, a
majority historically has traveled on flights originating in or departing to the
United States. In 2002, 2003 and 2004, for example, approximately 40.4%, 40.4%
and 42.7% of the total passengers and approximately 69.2%, 69.1% and 69.4%,
respectively, of the international passengers in our airports arrived or
departed on flights originating in or departing to the United States.
Accordingly, our results of operations are substantially influenced by U.S.
economic and other conditions, particularly trends and events affecting leisure
travel and consumer spending. In addition, of the domestic passengers traveling
through our airports, a majority has historically traveled on flights
originating in or departing to Mexico City. In 2002, 2003 and 2004, for example,
approximately 79.3%, 78.1% and 83.5%, respectively, of the domestic passengers
in our airports arrives or departed on flights originating in or departing to
Mexico City. Many factors affecting our passenger traffic volume and the mix of
passenger traffic in our airports are beyond our control.
Classification of Revenues and Price Regulation
For financial reporting purposes, we classify our revenues into two
categories: revenues from aeronautical services and revenues from
non-aeronautical services. Our revenues from aeronautical services are earned
from passenger charges, landing charges, aircraft parking charges, charges for
airport security services and for the use of passenger walkways. Our revenues
from non-aeronautical services are earned from the leasing of space in our
airports to airlines, retailers and other commercial tenants, access fees
collected from third parties providing complementary services at our airports
and related miscellaneous sources.
Revenues from our airports are subject to a "dual-till" price
regulation system. Under this system, a substantial portion of our revenues,
such as revenues from passenger charges, landing charges, aircraft parking
charges and access fees from third parties providing services at our airports,
are regulated. Based on our classification of our revenues for financial
reporting purposes, all of our revenues from aeronautical services and certain
of our revenues from non-aeronautical services are regulated by the Ministry of
Communications and Transportation. The system of price regulation applicable to
our airports establishes an annual maximum rate in pesos for each airport, which
is the maximum annual amount of revenues per work load unit (which is equal to
one passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that
airport from services subject to price regulation. The maximum rates for our
airports have been determined for each year through December 31, 2008. In 2002,
2003 and 2004, approximately 86.1%, 84.0% and 78.8%, respectively, of our total
revenues and approximately 28.2%, 24.8% and 15.2%, respectively, of our revenues
from non-aeronautical services were earned from regulated sources of revenues.
Revenues from our leasing of space in our terminals (other than space leased to
airlines and other space deemed essential to our airports by the Ministry of
Communications and Transportation) are currently not regulated under this price
regulation system.
Our regulated revenues at each airport are subject to a maximum rate at
that airport which is established by the Ministry of Communications and
Transportation. To avoid exceeding the maximum rate established at an airport
for any given year, at year end we have historically taken measures to ensure
that the maximum rates are not exceeded, including reducing prices during the
latter part of the year and issuing rebates or discounts to customers as price
adjustments. These price adjustments or rebates constitute a reduction of the
selling prices (i.e., the amounts originally billed to the customers for
services rendered), and, therefore, are characterized as a reduction of the
related revenues recognized during the year, both for Mexican and US GAAP
purposes. All discounts and rebates are issued and recorded in the same year as
the service is provided. In 2002, 2003 and 2004, we did not issue rebates in
significant amounts.
The following table sets forth our revenues for the years ended
December 31, 2002, 2003 and 2004, based on the categories of services
established under the Mexican Airport Law.
Year ended December 31,
-----------------------------------------------------------------------------
2002 2003 2004
----------------------- ------------------------ -----------------------
(thousands of pesos, except percentages)
Amount Percent Amount Percent Amount Percent
------------- --------- ------------- --------- ------------- ---------
Regulated Revenues:
Airport Services(1)................ Ps. 1,168,918 86.1% Ps. 1,296,505 84.0% Ps. 1,556,585 78.8%
Non-regulated Revenues:
Access fees from non-permanent
ground transportation............ 2,461 0.2% 5,403 0.4% 7,846 0.4%
Car parking and related
access fees...................... 16,657 1.2% 21,436 1.4% 25,734 1.3%
Other fees....................... 1,912 0.1% 1,853 0.1% 3,139 0.2%
Complementary Services(1)........ 0 0.0% 0 0.0% 0 0.0%
Commercial Services.............. 159,887 11.8% 211,114 13.7% 369,403 18.7%
Other Services................... 7,057 0.5% 6,451 0.4% 13,269 0.7%
Total............................. Ps. 1,356,892 100% Ps. 1,542,762 100.0% Ps. 1,975,976 100%
============== ====== ============== ====== ============== =====
-------------------
(1) Access fees charged to third parties providing complementary services
in our airports are recorded under regulated airport services.
Taxation Treatment
Mexican companies are generally required to pay the greater of their
income tax liability or their asset tax liability (determined at a rate of 1.8%
of the average tax value of virtually all of their assets (including, in our
case, our concessions), less the average tax value of certain liabilities
(basically liabilities owed to Mexican residents excluding those with financial
institutions or their intermediaries)). If, in any year, the asset tax liability
exceeds the income tax liability, the asset tax payment for such excess may be
reduced by the amount by which the income tax exceeded the asset tax in the
three preceding years. In 2002, 2003 and 2004, we and each of our subsidiaries
paid an aggregate of Ps. 163.7 million, Ps. 158.0 million and Ps. 156.2 million,
respectively, in asset taxes.
As a result of changes in the Mexican income tax law, the latest of
which became effective on January 1, 2005, the income tax rate was 33% in 2004
and is scheduled to decrease to 30% for 2005, 29% for 2006 and 28% thereafter
are applied to the result. As a result of this change in tax rates, we reversed
a portion of our provision for deferred tax liabilities and recorded Ps. 113.82
million as income in 2004. In addition, we amortize our investment in our
concessions for tax purposes at rates that range from 6% to 10% per year, and we
expect this accelerated depreciation to reduce our current income tax payments.
As permitted under Mexican tax law, for the 2004 tax year we elected to increase
the rate at which we depreciate our investment in Aeropuerto de Cancun, S.A. de
C.V. from 10% to 15% for tax purposes. Because we are required under Mexican
GAAP to amortize our investment in our concession over a longer period for
financial reporting purposes, we will continue to record a deferred tax
liability and provision in our financial statements with respect to the
difference between the amount of amortization for tax and financial reporting
purposes.
On January 1, 2000, we became subject to the mandatory employee
statutory profit sharing regime established under the Mexican federal labor law.
Under this regime, 10% of each unconsolidated company's annual profits (as
calculated for tax purposes) must be distributed among its employees (excluding
the chief executive officer). We were not required to pay employee statutory
profit sharing in 2002, 2003 and 2004 because we generated tax losses in those
years. In May 2005, the Mexican Supreme Court issued an opinion stating that
calculations of employee statutory profit sharing should not include tax losses
from prior years. We are currently unable to predict the impact of this opinion
on us in the future.
Our results of operations reflect the accrual of a technical assistance
fee to ITA under the technical assistance agreement. This fee is explained in
Item 4, "Information on the Company--History and Development of the
Company--Investment by ITA."
Effects of Devaluation and Inflation
The following table sets forth, for the periods presented:
o the percentage that the Mexican peso depreciated or appreciated against the
U.S. dollar,
o the Mexican inflation rate,
o the U.S. inflation rate, and
o the percentage that Mexican gross domestic product, or GDP, changed as
compared to the previous period.
Year ended December 31,
-----------------------
2002 2003 2004
---- ---- ----
Depreciation (appreciation) of the Mexican Peso as 13.8% 7.6% (0.7)%
compared to the U.S. dollar(1)....................
Mexican inflation rate(2)........................... 5.7% 4.0% 5.2%
U.S. inflation rate(3).............................. 2.4% 1.9% 3.3%
Increase in Mexican gross domestic product(4)....... 0.9% 1.3% 4.4%
-----------
(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. 10.4393 per U.S. dollar as of as of
December 31, 2002, Ps. 11.2372 per U.S. dollar as of December 31, 2003 and
11.1495 pesos per U.S. dollar as of December 31, 2004.
(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: 102.904 in 2002, 106.996 in 2003 and 112.554 in
2004.
(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).
The general condition of the Mexican economy, changes in the value of
the peso as compared to the dollar, inflation and high interest rates have in
the past adversely affected, and may in the future adversely affect, our:
o Depreciation and amortization expense. We restate our non-monetary foreign
assets to give effect to inflation. The restatement of these assets in
periods of high inflation increases the carrying value of these assets in
pesos, which in turn increases the related depreciation expense and risk of
impairments.
o Passenger charges. Passenger charges for international passengers are
currently denominated in dollars, while passenger charges for domestic
passengers are denominated in pesos. Because Mexican GAAP requires Mexican
companies to restate their results of operations in prior periods in
constant pesos as of the most recent balance sheet date, when the rate of
inflation in a period exceeds the depreciation of the peso as compared to
the dollar for that period, the peso value of dollar-denominated or
dollar-linked revenues in the prior period will be higher than those of the
current period. This effect may occur despite the fact that the amount of
such revenues in dollar terms may have been greater in the current period.
o Comprehensive financing cost. As required by Mexican GAAP, our
comprehensive financing cost reflects gains or losses from foreign exchange
and gains or losses from monetary position and, as a result is impacted by
both inflation and depreciation.
o 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. Because we generally are entitled to
adjust our specific prices only 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 that could lead 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 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.
Revenues from Aeronautical Services and Non-aeronautical Services
The following table sets forth our revenues from aeronautical services
and non-aeronautical services for the periods presented:
Revenues
Year Ended December 31,
--------------------------------------------
2002 2003 2004
------------ ------------ ------------
(millions of pesos)
Aeronautical Services:
Passenger charges................................... Ps. 809.4 Ps. 938.1 Ps. 1,192.0
Landing charges..................................... 109.9 105.1 113.0
Aircraft parking charges............................ 130.8 131.9 130.6
Airport security charges............................ 17.9 18.9 22.0
Passenger walkway charges........................... 27.2 21.4 23.7
Total............................................. 1,095.2 1,215.4 1,481.3
Non-aeronautical Services:
Leasing of space.................................... 88.8 99.7 88.8
Access fees from catering........................... 11.6 12.0 11.4
Access fees from ground transport................... 24.9 34.5 42.7
Other access fees................................... 126.5 171.6 332.6
Other............................................... 9.7 9.6 19.2
Total............................................. 261.5 327.4 494.7
Total Revenues:................................. Ps. 1,356.7 Ps. 1,542.8 Ps. 1,976.0
Other Information:
Total workload units(1)............................... 11.4 12.6 14.3
Total aeronautical revenue per workload unit.......... 96.1 96.5 103.6
Change in aeronautical revenue(2)..................... (4.18%) 11.0% 21.9%
Change in total aeronautical revenue per workload
unit(2)............................................... (1.64%) 0.42% 7.36%
---------
(1) In millions. Under regulations applicable to our aeronautical revenues, a
workload unit is equivalent to one passenger or 100 kilograms (220 pounds)
of cargo.
(2) As compared to the previous year.
Operating Results by Airport
The following table sets forth our results of operations for the
periods presented.
Year Ended December 31,
----------------------------------------------------
2002 2003 2004
-------------- -------------- --------------
Airport Operating Results
----------------------------------------------------
(millions of pesos)
Cancun:
Revenues:
Aeronautical services..................... Ps. 796.1 Ps. 901.9 Ps. 1,119.3
Non-aeronautical services................. 184.1 233.7 391.1
Total revenues.......................... 980.2 1,135.6 1,510.4
Operating income........................... 417.0 501.3 792.0
Merida:
Revenues:
Aeronautical services..................... 77.4 79.1 85.2
Non-aeronautical services................. 25.4 28.9 32.0
Total revenues.......................... 102.8 108.0 117.2
Operating income ...................... 9.0 11.2 14.3
Cozumel:
Revenues:
Aeronautical services..................... 40.9 41.7 60.7
Non-aeronautical services................. 13.1 14.8 18.2
Total revenues.......................... 54.0 56.5 78.9
Operating (loss) income.................... (5.1) (2.6) 14.4
Villahermosa:
Revenues:
Aeronautical Services....................... 44.4 53.5 60.2
Non Aeronautical Services................... 11.6 16.0 17.2
Total revenues............................. 56.0 69.5 77.4
Operating income ............................ 7.6 17.0 19.8
Other:(1)
Revenues:
Aeronautical services..................... 136.3 139.2 155.9
Non-aeronautical services................. 27.6 33.8 36.2
Total revenues.......................... 163.9 172.8 192.1
Operating loss............................. (40.0) 1.1 (2.9)
Total:
Revenues:
Aeronautical services..................... 1,095.1 1,215.4 1,481.3
Non-aeronautical services................. 261.8 327.2 494.7
Total revenues.......................... 1,356.9 1,542.6 1,976.0
Operating income........................... 388.5 527.9 837.6
-----------
(1) Reflects the results of operations of our parent holding company, our
airports located in Veracruz, Minatitlan, Oaxaca, Huatulco,
Villahermosa and Tapachula and consolidation adjustments.
Summary Historical Results of Operations
The following table sets forth our consolidated results of operations
for the periods presented.
Consolidated Operating Results
----------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------
2002 2003 2004
---------------- ---------------- ----------------
(thousands of pesos)
Revenues:
Aeronautical services.............................. Ps. 1,095,247 Ps. 1,215,423 Ps. 1,481,254
Non-aeronautical services.......................... 261,645 327,339 494,722
Total revenues................................... 1,356,892 1,542,762 1,975,976
Operating Expenses:
Cost of services................................. (376,160) (388,924) (467,345)
General and administrative expenses.............. (117,016) (127,292) (105,756)
Technical assistance(1).......................... (40,933) (48,519) (66,956)
Concession fee(2)................................ (67,805) (77,110) (98,762)
Depreciation and amortization.................... (366,511) (373,033) (399,547)
Total operating expenses..................... (968,425) (1,014,878) (1,138,366)
Operating income................................. 388,467 527,884 837,610
Comprehensive Financing Cost:
Interest income, net............................. 51,179 56,052 45,446
Exchange (losses) gains, net..................... 13,076 5,942 (6,954)
Loss from monetary position...................... (34,539) (36,524) (67,198)
Net comprehensive financing (cost) income.... 29,716 25,470 (28,706)
Income before taxes, employees' statutory profit
sharing and extraordinary items................ 418,183 553,354 808,904
Provision for income taxes and employees'
statutory profit sharing....................... (168,123) (243,975) (184,198)
Extraordinary items.............................. (9,126) (18,850) (17,714)
Net income....................................... 240,934 290,529 606,992
Other Operating Data (Unaudited):
Operating margin(3).............................. 28.6% 34.2% 42.4%
Net margin(4).................................... 17.8% 18.8% 30.7%
-----------
(1) We are required to pay ITA a technical assistance fee based on the
technical assistance agreement. This fee is described in "Information on
the Company--History and Development of the Company--Investment by ITA"
under Item 4.
(2) Each of our subsidiary concession holders is required to pay a concession
fee to the Mexican government under the Mexican Federal Duties Law. The
concession fee is currently 5% of each concession holder's gross annual
revenues from the use of public domain assets pursuant to the terms of its
concession.
(3) Operating income divided by total revenues, expressed as a percentage.
(4) Net income divided by total revenues, expressed as a percentage.
Results of operations for the year ended December 31, 2004 compared to the year
ended December 31, 2003
Revenues
Total revenues for 2004 were Ps. 1,976.0 million, 28.1% higher than the
Ps. 1,542.8 million recorded in 2003. The increase in total revenues resulted
primarily from a 20.0% increase in international passenger traffic volume.
Our revenues from aeronautical services, net of rebates, increased
21.9% to Ps. 1,481.3 million in 2004 from Ps. 1,215.4 million in 2003, primarily
as a result of the 20.0% increase in international passengers. Revenues from
passenger charges increased 27.2% to Ps. 1,192.0 million in 2004 (80.5% of our
aeronautical revenues during the period) from Ps. 938.1 million in 2003 (77.2%
of our aeronautical revenues during the period).
Revenues from non-aeronautical services increased 51.1% to Ps. 494.7
million in 2004 from Ps. 327.4 million in 2003, principally due to a 69.4%
increase in commercial revenues. The increase in commercial revenues was mainly
due to an increase in other access fees, which increased 93.9% to Ps. 332.6
million in 2004 (representing 67.2% of our non-aeronautical services during the
period) from Ps. 171.6 million in 2003. This increase was primarily the result
of growth in our international passenger traffic volume and duty-free revenues,
new commercial services in our airports (including new restaurants, stores and
bars) and revenues from our direct operation in 2004 of a restaurant, snack bar
and three convenience stores previously operated by concessionaires.
Our revenues from regulated sources in 2004 were Ps. 1,556.6 million, a
20.1% increase compared to Ps. 1,296.5 million in 2003, mainly due to the
increase in revenue from passenger charges. During 2004, Ps. 419.4 million of
our revenues were from non-regulated sources, a 70.3% increase from the Ps.
246.3 million of revenues from non-regulated sources in 2003. This increase was
primarily due to the increase in commercial revenues.
Operating Expenses and Operating Income
Total operating expenses were Ps. 1,138.4 million in 2004, a 12.2%
increase from the Ps. 1,014.9 million recorded in 2003, primarily as a result of
a 21.6% increase in cost of services, a 38.0% increase in technical assistance
fees and a 28.1% increase in concession fees, all due primarily to the increase
in overall revenues. These sources of increased costs were partially offset by a
16.9% decrease in administrative expenses. As a percentage of total revenues,
operating expenses decreased to 57.6% of total revenues in 2004 from 65.8% of
total revenues in 2003.
Cost of services increased 20.2% to Ps. 467.3 million in 2004 from Ps.
388.9 million in 2003. The increase was principally due to increases the costs
related to our direct commercial operation of a restaurant, a snack bar and
three convenience stores previously operated by a former concessionaire, and an
increase in maintenance and payroll expenses resulting from the relocation of
personnel from our corporate headquarters to the airport level, principally at
the Cancun airport, which shifted costs from general and administrative expenses
to costs of services.
General and administrative expenses decreased 16.9% to Ps.
105.8.million in 2004 from Ps. 127.3 million in 2003. This decrease was
primarily attributable to the relocation of personnel to the airports as
discussed above.
Technical assistance fees increased by 38.0% to Ps. 67.0 million in
2004 from Ps. 48.5 million in 2003, and concession fees increased by 28.1% to
Ps. 98.8 million in 2004 from Ps. 48.5 million in 2003. Technical assistance
fees increased in 2004 due to our improved operating results. The 28.1% increase
in concession fees was primarily the result of the increase in overall revenues.
Depreciation and amortization costs increased by 7.1% to Ps. 399.5
million in 2004 from Ps. 373.0 million in 2003. This increase was principally
due to the capitalization of investments in fixed assets, improvements made to
concession assets and capitalization of U.S.$7.0 million paid to concessionaires
for terminating leases of a restaurant, snack bar and three convenience stores
previously operated by a former concessionaire that we now directly operate.
Operating income increased 58.7% to Ps. 837.6 million in 2004 from Ps.
527.9 million in 2003. This increase in operating income was primarily a result
of a 28.1% increase in total revenues.
Operating income for Cancun International Airport increased by 50.6% to
Ps. 796.5 million in 2004 from Ps. 528.9 million in 2003. Our eight other
airports, on an aggregate basis, reported operating income of Ps. 31.3 million
in 2004 compared to operating income of Ps. 2.5 million in 2003. During 2004,
revenues and passenger traffic volume in those eight airports increased 14.4%
and 10.9%, respectively, from 2003. The increase in revenues resulted from
increased passenger traffic at these airports. The differences in operating
results principally reflected differences in the maximum rates at each airport.
Comprehensive Financing Result
Our net comprehensive financing result changed to an expense of Ps.
28.7 million in 2004 as compared to income of Ps. 25.5 million in 2003,
primarily due to a higher loss on monetary position in 2004 (reflecting our
higher cash balances) and lower net interest income (reflecting lower average
interest rates in 2004).
Income Taxes, Employees' Statutory Profit Sharing and Asset Tax
Our provision for income taxes and employees' statutory profit sharing
(all of which represented deferred income taxes and deferred employees'
statutory profit sharing) decreased by 24.5% to Ps. 184.2 million in 2004 from
Ps. 244.0 million in 2003, primarily due to the Ps. 113.8 million tax benefit
resulting from the reduction in income tax rates discussed above.
Net Income
Net income more than doubled from Ps. 290.5 million in 2003 to Ps.
607.0 million in 2004, due to increases in revenues and the cost control
measures discussed above.
Results of operations for the year ended December 31, 2003 compared to the year
ended December 31, 2002
Revenues
Total revenues for 2003 were Ps. 1,542.8 million, 13.7% higher than the
Ps. 1,357.0 million recorded in 2002. The increase in total revenues resulted
primarily from an 11.21% increase in international passenger traffic.
Our revenues from aeronautical services, net of rebates, increased
11.0% to Ps. 1,215.4 million in 2003 from Ps. 1,095.2 million in 2002, primarily
as a result of the increase in international passengers. Revenues from passenger
charges increased 16.0% to Ps. 938.1 million in 2003 (77.2% of our aeronautical
revenues during the period) from Ps. 809.4 million in 2002 (73.9% of our
aeronautical revenues during the period). Other access fees increased 35.5% to
Ps. 171.6 million in 2003 (52.4% of our non-aeronautical services during the
period) from Ps. 126.5 million in 2002.
Revenues from non-aeronautical services increased 25.1% to Ps. 327.4
million in 2003 from Ps. 261.5 million in 2002, principally due to the
improvement in commercial revenues. The increase in commercial revenues was
mainly due to an increase in international passengers, new commercial services
in all of our airports, including new restaurants, stores and bars, and our
addition of rented office space in the Cancun airport.
Our revenues from regulated sources in 2003 were Ps. 1,296.5 million, a
10.9% increase compared to Ps. 1,168.9 million in 2002, mainly due to the
increase in passenger charges. During 2003, Ps. 246.3 million of our revenues
were from non-regulated sources, 31.0% more than the Ps. 88.0 million of
revenues from non-regulated sources in 2002. This increase was primarily due to
increased revenues from parking lots and related access fees and commercial
services.
Operating Expenses and Operating Income
Total operating expenses were Ps. 1,014.9 million in 2003, a 4.8%
increase from the Ps. 968.4 million recorded as operating expenses in 2002,
primarily as a result of a 13.6% increase in administrative expenses, an 18.5%
increase in technical assistance fees and a 13.7% increase in concession fees,
all due primarily to the increase in overall revenues. As a percentage of total
revenues, operating expenses decreased to 65.8% of total revenues in 2003 from
71.4% of total revenues in 2002. The decrease in total operating expenses as a
percentage of total revenues resulted primarily from the increase in overall
revenues.
Cost of services increased 3.4% to Ps. 388.9 million in 2003 from Ps.
376.2 million in 2002. The increase was principally due to increases in
insurance and maintenance costs.
General and administrative expenses increased 8.8% to Ps. 127.3 million
in 2003 from Ps. 117.0 million in 2002. This increase was primarily attributable
to a 10.9% average wage increase granted to non-unionized employees during the
third quarter of 2003. The increase in administrative expenses also reflected
the preparation and presentation of the investment projects for the Cancun
airport and the development, design and preparation of the 2004-2008 Master
Development Plan.
Technical assistance fees increased by 18.5% to Ps. 48.5 million in
2003 from Ps. 40.9 million in 2002, and concession fees increased by 13.7% to
Ps. 77.1 million in 2003 from Ps. 67.8 million in 2002. Technical assistance
fees increased in 2003 due to our improved profitability. The increase in
concession fees was primarily the result of the increase in overall revenues.
Depreciation and amortization costs increased by 1.8% to Ps. 373.0
million in 2003 from Ps. 366.5 million in 2002. This increase was principally
due to additional depreciation in 2003 that resulted from the capitalization of
Ps. 289.9 million in fixed assets and improvements we made in December 2002 to
our concession assets, principally in the Cancun airport.
Operating income increased 35.9% to Ps. 527.9 million in 2003 from Ps.
388.5 million in 2002. This increase in operating income was primarily a result
of the 13.7% increase in total revenues and the effectiveness of our cost
controls discussed above.
Operating income for Cancun International Airport increased by 26.8% to
Ps. 528.9 million in 2003 from Ps. 417.0 million in 2002. Our eight other
airports, on an aggregate basis, had an operating loss of Ps. 2.5 million in
2003 compared to an operating loss of Ps. 19.5 million in 2002. During 2003,
revenues and passenger traffic volume in those eight airports increased 8.0% and
6.9%, respectively, from 2002.
Comprehensive Financing Result
Our net comprehensive financing result decreased 14.3% to income of Ps.
25.5 million in 2003 as compared to income of Ps. 29.7 million in 2002,
primarily due to a reduction in our net foreign exchange gain resulting
primarily from the depreciation of the Peso against the U.S. Dollar by 7.6% in
2003.
Income Taxes, Employees' Statutory Profit Sharing and Asset Tax
Provision for income taxes and employees' statutory profit sharing (all
of which represented deferred income taxes and deferred employees' statutory
profit sharing) increased by 45.1% to Ps. 244.0 million in 2003 from Ps. 168.1
million in 2002, primarily due to increases in deferred income taxes and higher
asset taxes resulting from a higher asset tax base due to new construction in
2003.
Net Income
Net income increased 20.6% from Ps. 240.9 million in 2002 to Ps. 290.5
million in 2003, due to increases in revenues and the cost control measures
discussed above.
Liquidity and Capital Resources
Historically, our operations have been funded through cash flow from
operations. The cash flow generated from our operations has generally been used
to fund operating expenses and capital expenditures, and to increase our cash
balances. In addition, in 2004 and 2003 we used Ps. 176.7 million and Ps. 164.1
million, respectively, for the payment of dividends. At December 31, 2004, we
had Ps. 1,163.3 million in cash and marketable securities.
In 2004, we generated Ps. 1,222.8 million in resources from operating
activities. Our resources used in financing activities were Ps. 217.2 million,
as a result of payment of dividends of Ps. 176.7 million and Ps. 64.6 million of
tax on dividends paid, partially offset by recovered income tax on dividends
paid in previous years. Our resources used in investing activities in 2004 were
Ps. 489.6 million for purchases of machinery, furniture and equipment
principally for the Cancun, Huatulco and Veracruz airports.
In 2003, we generated Ps. 690.7 million in resources from operating
activities. Our resources used in financing activities were Ps. 135.0 million,
reflecting payment of dividends of Ps. 164.1 million and Ps. 84.5 million of tax
on dividends paid, partially offset by recovered income tax on dividends paid in
previous years. Our resources used in investing activities in 2003 were Ps.
351.8 million for purchases of machinery, furniture and equipment principally
for the Cancun, Huatulco and Veracruz airports and the termination fee paid to a
former concessionaire in the Cancun airport in connection with the early
termination of their lease agreement as discussed above.
In 2002, we generated Ps. 613.8 million in resources from operating
activities. Our resources used in financing activities were Ps. 796.4 million,
reflecting the payment of Ps. 513.3 million of dividends in the second quarter
of 2002 and Ps. 283.1 million of tax on dividends paid, and our resources used
in investing activities were Ps. 289.9 million in 2002 for the acquisition of
machinery, furniture and equipment principally for the Cancun, Cozumel and
Merida airports.
Under the terms of our concessions, each of our subsidiary concession
holders is required to present a master development plan for approval by the
Ministry of Communications and Transportation every five years. Each master
development plan includes investment commitments (including capital expenditures
and improvements) of the concession holder for the succeeding five-year period.
Once approved by the Ministry of Communications and Transportation, these
commitments become binding obligations under the terms of our concessions. On
December 30, 2003, the Ministry of Communications and Transportation approved
each of our master development plans. The current terms of the master
development plans went into effect on January 1, 2004 and will be in effect
until December 31, 2008.
The following table sets forth our committed investments for each
airport pursuant to the terms of our current master development plans for the
periods presented. There can be no assurance as to the level of committed
investments we will be required to undertake under future master development
plans.
Committed Investments
Year ended December 31,
-------------------------------------------------------------------------------------
2004 2005 2006 2007 2008 Total
------------ ------------ ------------ ------------ ------------ --------------
(thousands of pesos)(1))
Cancun............ Ps. 242,922 Ps. 449,521 Ps. 99,655 Ps. 200,756 Ps. 105,918 Ps. 1,098,772
Merida............ 8,177 49,611 15,317 17,867 14,979 105,951
Cozumel........... 8,210 17,947 754 5,882 33,010 65,803
Villahermosa...... 18,897 50,099 25,945 20,976 2,064 117,981
Oaxaca............ 5,079 5,167 3,120 4,530 5,794 23,690
Veracruz.......... 18,518 21,719 885 1,990 14,126 57,238
Huatulco.......... 14,569 5,174 5,677 8,884 3,783 38,087
Tapachula......... 14,621 21,038 13,622 12,322 1,331 62,934
Minatitlan........ 34,775 46,486 3,982 6,940 11,371 103,554
Total........ Ps. 365,768 Ps. 666,762 Ps. 168,957 Ps. 280,147 Ps. 192,376 Ps. 1,674,010
-----------
(1) Expressed in constant pesos with purchasing power as of December 31, 2004
based on the Mexican construction price index in accordance with the terms of
our master development plan.
The following table sets forth our historical investments in the
periods indicated.
Investments
Year ended December 31, (thousands of pesos)(1)
----------------------- -----------------------
2000........................................... Ps. 255,199
2001........................................... 396,932
2002........................................... 289,919
2003........................................... 351,830
2004........................................... 411,954
----------
(1) Expressed in constant pesos with purchasing power as of December 31, 2004.
We expect to fund our operations and capital expenditures in the
short-term and long-term through cash flow from operations. We may also incur
indebtedness from time to time.
Critical Accounting Policies
The preparation of our financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses generated
during the reporting period. There can be no assurance that actual results will
not differ from those estimates and assumptions. The impact and any associated
risks related to such policies on our business operations are addressed where
such policies affect our reported and expected financial results throughout our
discussion of our results of operations. Critical accounting policies are
defined as those that are both important to the portrayal of our financial
condition and results of operations and which require us to exercise significant
judgment. Our most critical accounting policies are described briefly below. For
a detailed discussion of the application of these and other accounting policies,
see notes 2 and 15 of our financial statements.
Revenue Recognition
Our regulated revenues are subject to a maximum chargeable rate at each
airport established by the Ministry of Communications and Transportation. To
avoid exceeding our maximum rates at year end, we may be required to take
actions, including reducing prices during the latter part of the year or issuing
rebates or discounts to customers. These actions are recorded against revenues.
If we exceed the maximum rate at any of our airports at the end of the year, the
Ministry of Communications and Transportation may assess a fine and may reduce
the maximum rate at that airport in the subsequent year. The imposition of
sanctions for exceeding an airport's maximum rate can also result in termination
of the concession if the maximum rate has been exceeded and sanctions have been
imposed three times. In the event that any one of our concessions is terminated,
our other concessions may also be terminated. We therefore closely monitor our
revenues and take action when necessary to ensure that we do not exceed the
maximum rates we are permitted to charge.
Allowance for Doubtful Accounts
We perform ongoing credit evaluations of our customers and adjust
credit limits based upon the customer's payment history and current
creditworthiness. We continuously monitor collections and payments from our
customers and maintain a provision for estimated credit losses based upon our
historical experience and any specific customer collection issues that we have
identified. While such credit losses have historically been within our
expectations and the established allowance we have created to provide for such
losses, we cannot guarantee that we will continue to experience the same credit
loss rates that we have in the past. Since our accounts receivable are
concentrated in the hands of a few large customers, a significant change in the
liquidity or financial position of any one of these customers could have a
material adverse impact on the collection of our accounts receivables and our
future operating results.
Valuation of Rights to Use Airport Facilities and Airport Concessions
We periodically review the carrying value of our rights to use airport
facilities and airport concessions. This review is based upon our projections of
anticipated future cash flows over the life of the asset or our concessions, as
appropriate. Since our airport concessions expire in 2048, significant
management judgment is required in estimating these future cash flows. While we
believe that our estimates of future cash flows are reasonable, different
assumptions regarding such cash flows could materially affect our evaluations
including assumptions concerning passenger traffic, increases or decreases in
rates and inflation and operating costs. Further, in analyzing the carrying
value of our airport concessions, we compare the aggregate carrying value of all
nine of our airport concessions to the net cash flows derived from all of the
airports, as we are not permitted to dispose of or cease operating any
individual airport. The aggregate net cash flows from all of our airports
exceeds the carrying value of the airport concessions. Accordingly, because we
analyze our valuation estimates on an aggregate level, we have not recognized
any impairment loss in the carrying value of an individual airport concession
where the carrying value of the individual airport concession exceeds the net
cash flows of that airport.
Deferred Income Tax, Employees' Statutory Profit Sharing and Asset Tax
Our income tax expense, employees' statutory profit sharing and asset
tax is comprised of current expenses and deferred expenses. Deferred income tax
represents future receivables or payables resulting from the temporary
differences generated from the differences in the accounting and tax treatment
of balance sheet items, such as our airport concessions, rights to use airport
facilities, and from non-balance sheet items such as tax loss carry-forwards and
credits. Deferred employees' statutory profit sharing is calculated in a similar
manner. These temporary differences and tax loss carry-forwards and credits are
accounted for as deferred tax assets or liabilities on our balance sheet. The
corresponding difference between the beginning and year-end balances of the
recognized deferred tax assets and liabilities is recorded in earnings. Asset
tax is a minimum tax that is calculated as 1.8% of the average tax value of
virtually all of our assets less the average tax value of certain liabilities.
In 2004, we were subject to the asset tax, which can be credited against future
taxable income for a period of ten years. A company may credit the asset tax
against taxable income when it generates taxable income. Deferred tax assets,
deferred employees' statutory profit sharing assets and recoverable asset tax
are not subject to valuation allowances if we estimate that there is a high
probability that the assets will be realized. We have analyzed each airport on
an individual basis and have recognized valuation allowances against deferred
tax assets, deferred employees' statutory profit sharing and recoverable asset
tax for some of our airport subsidiaries. We have not recognized valuation
allowances against tax loss carry-forwards generated by our other airport
subsidiaries because each is taxed on an individual basis and under current tax
law these tax carry-forwards can be carried forward through the term of the
airport concessions or a period of ten years. As our airport concessions expire
in 2048, significant management judgment concerning a number of factors,
including the number of passengers we anticipate in our airports, increases in
rates and inflation; changes in the discount rate and taxes is required in
determining any valuation allowance.
Contingent Liabilities
We are a party to a number of legal proceedings. Under generally
accepted accounting principles, liabilities are recognized in the financial
statements when a loss is both estimable and probable. If the loss is neither
probable nor estimable or if the likelihood of a loss is remote, no amounts are
recognized in the financial statements. Based on legal advice we have received
from our Mexican counsel and other information available to us, we have not
recognized any losses in the financial statements as a result of these
proceedings.
Differences between Mexican GAAP and U.S. GAAP
Our financial statements are prepared in accordance with Mexican GAAP,
which differs in certain respects from U.S. GAAP. See Note 15 to our financial
statements. Net income (loss) under U.S. GAAP was Ps. (378.3) million, Ps. 283.4
million and Ps. 248.5 million for the years ended December 31, 2002, 2003 and
2004, respectively.
The principal differences between Mexican GAAP and U.S. GAAP as they
relate to us are deferred income taxes, employees' statutory profit sharing, tax
on dividends paid, the treatment of our investments in our concessions and the
rights to use airport facilities, the contract termination fee on leasehold
agreements and the treatment of ITA's options, which are accounted for as a
deferred technical assistance fee under U.S. GAAP. Each of these differences
affects both net income and stockholders' equity. See Note 15 to our financial
statements for a discussion of these differences and the effect on our results
of operation.
Off-balance sheet arrangements
We are not party to any off-balance sheet arrangements, nor have we been
involved in any such transactions in the past.
Tabular disclosure of contractual obligations
Payments due by period (in millions of pesos)
More
Less than than 5
Contractual Obligations Total 1 year 1-3 years 3-5 years years
--------- --------- --------- --------- ------
Master Development Plan.................... Ps. 1,674 Ps. 367 Ps. 1,115 Ps. 192 -
Purchase Obligations....................... 11 11 - - -
Operating Lease Obligations................ 3 3 - - -
Technical Assistance Agreement (1)......... 67 67 - - -
Capital (Finance) Lease Obligations........ - - - - -
Long-Term Debt Obligations................. - - - - -
--------- ------- --------- ------- ------
Total...................................... Ps. 1,755 Ps. 448 Ps. 1,115 Ps. 192 -
========= ======= ========= ======= ======
(1) Reflects fixed minimum amount due under the Technical Assistance Agreement.
Actual amount to be paid in any year may be higher because technical assistance
fees are calculated as the greater of a fixed dollar amount (subject to certain
adjustments) and 5% of our annual consolidated earnings before comprehensive
financing cost, income taxes and depreciation and amortization (determined in
accordance with Mexican GAAP and calculated prior to deducting the technical
assistance fee).
Item 6. Directors, Senior Management and Employees
Directors
The board of directors is responsible for the management of
our business. Pursuant to our bylaws, the board of directors must consist of an
uneven number of directors determined at an ordinary general meeting of
stockholders and is required to have at least seven, but not more than eleven,
members. Currently, the board of directors consists of nine directors, each of
whom is elected at the annual stockholders' meeting for a term of one year or
until a successor has been appointed.
Our bylaws provide that the holders of series BB shares are
entitled to elect two members and their alternates to the board of directors.
Our remaining directors are elected by the holders of our series B shares. Under
our bylaws, each stockholder or group of stockholders owning at least 10% of our
capital stock in the form of series B shares is entitled to elect one member to
the board of directors for each 10% interest that it owns. The other directors
to be elected by the holders of our series B shares are elected by majority vote
of all holders of series B shares present at the stockholders' meeting
(including stockholders that individually or as part of a group elected a
director as a result of their 10% stake). On February 28, 2001 the stockholders
voted to eliminate alternate members of the board of directors with respect to
those directors elected by holders of series B shares.
The following table lists our directors as of the date of this
annual report, their title and date of appointment:
Name Title Director
---- ---- Since
Kjeld Binger(1)............................ Director (also Interim Chief Executive
Officer) March 19, 1999
Fernando Chico Pardo(2).................... Director and Chairman April 28, 2005
Ricardo Guajardo Touche.................... Director February 28, 2001
Francisco Garza Zambrano................... Director February 28, 2001
George J. Vojta............................ Director April 28, 2003
Gaston Azcarraga Andrade................... Director April 28, 2005
Valentin Diez Morodo....................... Director April 28, 2005
-----------
(1) Elected by ITA as holder of series BB shares, with Michael Olsen as
Alternate.
(2) Elected by ITA as holder of series BB shares, with Luis Chico Pardo as
Alternate.
Kjeld Binger. Mr. Binger is a member of our board of directors and was appointed
Chairman of the Board on March 20, 2001. He is also currently serving as our
Interim Chief Executive Officer. He has been an Executive Vice-President since
2001 and Vice-President of Copenhagen Airports A/S since 1996. Previously, Mr.
Binger was Director of Planning and Projects of Copenhagen Airports A/S,
Vice-President of project development of Hojgaad & Schultz A/S and Project
Director of Hoffman & Sonner A/S. Mr. Binger has been involved in several
international bidding processes regarding privatization of airports. Currently,
Mr. Binger is a member of the board of directors of Copenhagen Airport
Development International A/S, and a member of the management committee of
Copenhagen Airports A/S. He is 50 years old. Mr. Binger was appointed by ITA.
Fernando Chico Pardo. Mr. Chico Pardo is a member of our board of directors and
Chairman of the Board since April 28, 2005. He is the founder and President of
Promecap, S.C. since 1997. Previously, Mr. Chico Pardo was the Partner and Chief
Executive Officer of Grupo Financiero Inbursa, S.A. de C.V., Partner and Chief
Executive Officer of Acciones y Inversora Bursatil, S.A. de C.V. Casa de Bolsa,
founder and Chairman of Acciones y Asesoria Bursatil, S.A. de C.V. Casa de
Bolsa, Director of Metals Procurement at Salomon Brothers (New York) and the
Latin America Representative for Mocatta Metals Corporation and the Mexico
Representative for Standard Chartered Bank (London). Mr. Chico Pardo has been a
member of the board of directors of Grupo Financiero Inbursa, Condumex Grupo
Carso, Sanborns Sears Roebuck de Mexico and Grupo Posadas. He is 53 years old.
Mr. Chico Pardo was appointed by ITA.
Ricardo Guajardo Touche. Mr. Guajardo is a member of our board of directors. He
was President of Grupo Financiero BBVA Bancomer, S.A. from 2000 to 2004, a
President and General Director of Grupo Financiero BBVA Bancomer, S.A. from 1991
to 2000, and General Director of Grupo Vamsa since 1989. He has served on the
board of directors of Instituto Tecnologico y de Estudios Superiores de
Monterrey (ITESM), Fomento Economico Mexicano (FEMSA), Grupo Valores de
Monterrey (VAMSA), Transportacion Maritima Mexicana (TMM), Alfa, El Puerto de
Liverpool and Centro de Estudios Economicos del Sector Privado (CEESP). He is 57
years old. Mr. Guajardo is an independent director.
Francisco Garza Zambrano. Mr. Garza is a member of our board of directors and he
has served as President of Cementos Mexicanos of Norteamerica y Trading (his
current position), as President of Cementos Mexicanos Mexico, as President of
Cementos Mexicanos Panama, as President of Cementos Mexicanos Venezuela, and as
President of Cementos Mexicanos E.U.A. He was formerly on the board of directors
of Control Administrative Mexicano S.A. de C.V., Vitro Plano, S.A. de C.V.,
Universidad de Monterrey, Camara Nacional del Cemento (CANACEM), Club
Industrial, A.C. and Fundacion Mexicana para la Salud. He is 50 years old. Mr.
Garza is an independent director.
George Vojta. Mr. Vojta is a member of our board of directors and has been
Director of the Financial Services Forum since 1999. Previously, Mr. Vojta was
Vice Chairman to the Board of Bankers Trust, President of Deak & Company, Chief
Financial Officer of Phibro-Salomon Inc. and Vice Chairman of Citigroup.
Currently, Mr. Vojta is Chairman of Caux Roundtable, Chairman and Chief
Executive Officer of Westchester Group LLC and Chairman of Wharton Financial
Institutions Center. He is 69 years old. Mr. Vojta is an independent director.
Gaston Azcarraga Andrade. Mr. Azcarraga is a member of our board of directors
and has served as Chairman and Chief Executive Officer of Grupo Posadas since
1993. He is a member of the board of directors of ING Mexico, Holcim-Apasco, and
Corporacion Mexicana de Restaurantes. He is 49 years old.
Valentin Diez Morodo. Mr. Diez is a member of our board of directors and
currently serves as Chairman of the Board of the Mexican Business Council for
Foreign Trade, Investment and Technology (COMCE). He is also the President of
the Mexico-Spain Bilateral Business Committee at COMCE. Mr. Diez also serves on
the board of Grupo Financiero Banamex, S.A. de C.V., International Advisory
Board of Citigroup, Inc., Acciones y Valores Banamex, S.A. de C.V., Kimberly
Clark Mexico, S.A. de C.V., Grupo ALFA, S.A. de C.V., DESC, S.A. de C.V., Grupo
Mexico, S.A. de C.V., Grupo Modelo, S.A. de C.V., Grupo MVS Multivision,
Avantel, S.A., Zara Mexico, S.A. de C.V., International Advisory Board of
Instituto de Empresa, Madrid, and Banco Nacional de Comercio Enterior (Banamex).
Previously, Mr. Diez served as Vice President and General Director of Sales and
Exports of Grupo Modelo, S.A. de C.V. He is 65 years old. Mr. Diez is an
independent director.
Senior Management
Pursuant to our bylaws, the holders of series BB shares are entitled to
appoint and remove our chief executive officer and one half of the executive
officers reporting directly to the chief executive officer. Currently, four
executive officers report directly to the chief executive officer, one of whom
was appointed by ITA as holder of the BB shares.
On April 28, 2005, Mr. Fernando Chico Pardo was elected Chairman of our
Board of Directors.
As of June 2, 2003, Frantz Guns resigned from his position as Chief
Executive Officer. Mr. Guns was named Chief Executive Officer of ASUR in March
of 2000. Kjeld Binger was named by the Board of Directors to serve as interim
Chief Executive Officer. We are undertaking a search for a new Chief Executive
Officer.
On August 7, 2003, Manuel Gutierrez Sola was appointed Chief Commercial
Officer by ASUR's Nominations and Compensation Committee.
As of January 25, 2003, Maria Felisa Perez Luengo resigned from her
position as Director of Operations, and the duties of Director of Operations
have been divided into two positions. Currently, Hector Navarrete Munoz is
serving in the role of Regional Director of Operations and Gabriel Gurmendez
Armand-Ugon is serving in the role of Director of Cancun Airport.
The following table lists our executive officers, their current
position and their year of appointment as an executive officer:
Principal Executive
Name occupation Officer since
---- ---------- -------------
Kjeld Binger*...................................... Interim Director General June 2, 2003
(interim chief executive
officer)
Adolfo Castro Rivas*............................... Director of Finance January 24, 2000
(chief financial officer)
Gabriel Gurmendez Armand-Ugon...................... Director of Cancun Airport November 20, 2004
Hector Navarrete Munoz............................. Regional Director of January 15, 2003
Operations
Claudio Gongora Morales............................ General Counsel April 19, 1999
Manuel Gutierrez Sola.............................. Chief Commercial Officer August 7, 2003
-----------
*Appointed by ITA, as holder of series BB shares.
Kjeld Binger. Mr. Binger is our Interim Chief Executive Officer. He is also a
member of our board of directors and was appointed Chairman of the Board on
March 20, 2001. He has been a Vice-President of Copenhagen Airports A/S since
1996. Previously, Mr. Binger was Director of Planning and Projects of Copenhagen
Airports A/S, Vice-President of project development of Hojgaad & Schultz A/S and
Project Director of Hoffman & Sonner A/S. Mr. Binger has been involved in
several international bidding processes regarding privatization of airports.
Currently, Mr. Binger is a member of the board of directors of Copenhagen
Airport Development International A/S, and a member of the management committee
of Copenhagen Airports A/S. He is 50 years old.
Adolfo Castro Rivas. Mr. Castro has been our Director of Finance since January,
2000. Prior to joining ASUR, Mr. Castro was Director of Finance and
Administration of Ferrocarril del Sureste S.A. de C.V. Mr. Castro was also Chief
Financial Officer of Netcapital S.A. de C.V., and Director of Finance of Grupo
Mexicano de Desarrollo S.A. de C.V., Finance Manager of Grupo ICA S.A. and an
auditor and consultant with Coopers & Lybrand. He is 41 years old.
Gabriel Gurmendez Armand-Ugon. Mr. Gurmendez has been the Director of Cancun
International Airport since November 2004. Previously, Mr. Gurmendez was the
Minister of Transportation and Public Works and the President and Director of
ANTEL, the national telecommunications company of Uruguay. Mr. Gurmendez also
served as the General Manager of Consorcio Aeropuertos Internacionales S.A., the
private concessionaire of the International Airport of Punta del Este, Uruguay.
He also acted as interim President of Uruguay's national oil company, ANCAP, the
national railway, AFE, and the national waterworks company, OSE. He is 43 years
old.
Hector Navarrete Munoz. Mr. Navarrete is the Regional Director of Airports.
Previously, Mr. Navarrete is also the Administrator of the Merida International
Airport, Director of the Board of Culture and Tourism of the State of Yucatan
and Coordinator of the Mayan Cultural Project in San Antonio, Texas. He is 48
years old.
Claudio Gongora Morales. Mr. Gongora has been General Counsel since April 25,
2001. Previously, he was Sub-Director of ASUR (starting on April 19, 1999). Mr.
Gongora also served as Legal Director of Azufrera Panamericana, S.A. de C.V.,
alternating as Legal Advisor for Compania Exploradora del Istmo, S.A. de C.V. He
has also been Legal Sub-Director of Commission de Fomento Minero, Legal Chief
Consultant for Grafito de Mexico, S.A. de C.V., Terrenos para Industrias, S.A.
de C.V., Terrenos de Jaltipan, S.A. de C.V., Macocozac, S.,A. de C.V., Pasco
Terminals, Inc. and Pasco International, Ltd. He is 53 years old.
Manuel Gutierrez Sola. Mr. Gutierrez has been our Chief Commercial Officer since
August 7, 2003. Previously, Mr. Gutierrez Sola was ASUR's Acting Chief
Commercial Officer since October 31, 2002, where he has been in charge of the
negotiations of the commercial contracts for the airports managed by ASUR and
the implementation of the second stage of the company's commercial strategy.
Before that, he was Concessions Manager at ASUR since December, 2000. Prior to
joining ASUR, Mr. Gutierrez was Chief Operations Officer of G. Accion S.A. de
C.V. and Machinery and Equipment Manager of Gutsa Construcciones, S.A. de C.V.
He is 42 years old.
Share Ownership of Directors and Senior Management
With the exception of Fernando Chico Pardo, directors and senior
management do not own shares of ASUR. There are no compensation arrangements
under which employees may acquire capital of ASUR.
Statutory Auditor
Our bylaws provide for two or more statutory auditors who report to the
stockholders at the ordinary general stockholders' meeting on the accuracy of
the financial information presented by the board of directors and generally
review the affairs of ASUR. Our bylaws provide that each stockholder or group of
stockholders owning at least 10% of our shares is entitled to appoint a
statutory auditor and an alternate. The statutory auditors are authorized to:
(i) call ordinary or extraordinary stockholders' meetings; (ii) place items on
the agenda for meetings of stockholders or the board of directors; and (iii)
attend, but not vote at, meetings of stockholders, the board of directors and
our management committees. The current statutory auditors are Jose Manuel Canal
Hernando, who was appointed by our Series B shareholders, and Rafael Maya Urosa,
with Manuel Leyva Vega as alternate, who were appointed by ITA, as holder of
series BB shares.
Compensation of Directors and Senior Management
For the year ended December 31, 2004, we paid an aggregate amount of
approximately Ps. 15.5 million for the services of our executive officers, which
includes payments to Copenhagen Airports A/S for the services of Kjeld Binger as
our interim chief executive officer. Directors received Ps. 3.9 million in
aggregate compensation for the year ended December 31, 2004.
No amount has been set aside by ASUR or its subsidiaries for pension,
retirement or similar benefits.
Committees
Our bylaws provide for four committees to assist the board of directors
with the management of our business: an Operating Committee, an Audit Committee,
an Acquisitions and Contracts Committee and a Nominations and Compensation
Committee.
The Operating Committee, which currently has five members, is
responsible for proposing and approving certain plans and policies relating to
our business, investments and administration, including approval of the master
development plans of our subsidiary concession holders, our dividend policy and
investments of less than U.S.$2 million, that are not provided for in our annual
budget. Pursuant to our bylaws, the board of directors is authorized to appoint
six members of the Operating Committee. Board members elected by the holders of
series BB shares have the right to appoint three of the committee members, one
of whom is required to be the chief executive officer. The consent of the series
BB directors is also required to select the members of the Operating Committee
that are not members of our board or officers of our company. The current
members of the Operating Committee are Martha Miller de Lombera, Michael Olsen,
Fernando Chico Pardo, Francisco Garza Zambrano and Kjeld Binger. One position on
the Operating Committee remains open. A secretary has also been appointed who is
not a member of the committee.
The Audit Committee, which currently has three members, is responsible
for monitoring the activities of our board of directors, our officers and the
officers of our subsidiaries for compliance with the bylaws and applicable
law. The Audit Committee is also responsible for monitoring transactions with
affiliates, including ITA and its stockholders. Our bylaws provide that a
stockholders' meeting shall determine the number of members of the Audit
Committee, which is required to be comprised of a majority of members of the
board of directors. All members of the Audit Committee must meet the applicable
independence criteria set forth under the Sarbanes-Oxley Act of 2002 and the
rules issued thereunder by the U.S. Securities and Exchange Commission. The
members of the board of directors elected by the holders of series BB shares are
entitled to appoint one member to the committee. The committee members elect a
president, who does not have a tie-breaking vote, and a secretary, who is not
required to be a committee member. The committee also appoints a special
delegate, George Vojta, who may not be a person appointed by the holders of
series BB shares nor be related to them. The special delegate is charged with
ensuring that ITA complies with its obligations under the technical assistance
agreement with us. The current members of the Audit Committee are Ricardo
Guajardo Touche, Gaston Azcarraga Andrade and George Vojta (who serves as our
Audit Committee financial expert). A secretary has also been appointed who is
not a member of the committee.
The Acquisitions and Contracts Committee, composed of three members, is
responsible for ensuring compliance with our procurement policies set forth in
our bylaws. Among other things, these policies require that the Acquisitions and
Contracts Committee approve any transaction or series of related transactions
between us and a third party involving consideration in excess of U.S.$400,000
and that any contract between us, on the one hand, and ITA or any of its related
persons (as defined under "Description of Capital Stock"), on the other hand, be
awarded pursuant to a bidding process involving at least three other bidders.
Our bylaws provide that a stockholders' meeting will determine the number of
members of the Acquisitions and Contracts Committee, which is required to be
comprised primarily of members of the board of directors. The members of the
board of directors elected by the holders of series BB shares are entitled to
appoint one member to the committee. The current members of the Acquisitions and
Contracts Committee are Fernando Chico Pardo, Martha Miller de Lombera and Kjeld
Binger. A secretary has also been appointed who is not a member of the
committee.
The Nominations and Compensation Committee was formed on October 12,
1999. The duties of the committee include the proposal, removal and compensation
of candidates for election to the board of directors and for appointment as
executive officers. Our bylaws provide that a stockholders' meeting will
determine the number of members of the committee. The holders of the series B
and series BB shares, acting as a class, are each entitled to name one member of
the Nominations and Compensation Committee. The remaining members of the
committee are to be named by these two initial members. Members of the committee
each have a term of one year. At each annual stockholders' meeting after a
public offering of our shares, the Nominations and Compensation Committee is
required to present a list of at least seven candidates for election as
directors for the vote of the series B stockholders. At an ordinary
stockholders' meeting held February 28, 2001, our stockholders resolved that the
Nominations and Compensation Committee be comprised of three members. The three
current members of the Nominations and Compensation Committee are Kjeld Binger,
Martha Miller de Lombera and Fernando Chico Pardo. A secretary has also been
appointed who is not a member of the committee.
NYSE Corporate Governance Comparison
Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE,
we are required to provide a summary of the significant ways in which our
corporate governance practices differ from those required for U.S. companies
under the NYSE listing standards. We are a Mexican corporation with shares
listed on the Mexican Stock Exchange. Our corporate governance practices are
governed by our bylaws, the Securities Market Law and the regulations issued by
the Mexican National Banking and Securities Commission. We also generally comply
on a voluntary basis with the Mexican Code of Best Corporate Practices (Codigo
de Mejores Practicas Corporativas) as indicated below, which was created in
January 2001 by a group of Mexican business leaders and was endorsed by the
Mexican Banking and Securities Commission. On an annual basis, we file a report
with the Mexican Banking and Securities Commission and the Mexican Stock
Exchange regarding our compliance with the Mexican Code of Best Corporate
Practices.
The table below discloses the significant differences between our
corporate governance practices and the NYSE standards.
NYSE Standards Our Corporate Governance Practice
-------------- ---------------------------------
Director Independence. Majority of Pursuant to the Mexican Securities
board of directors must be Market Law, we are required to
independent. Section 303A.01 have a board of directors of
between five and 20 members, 25%
of whom must be independent. Our
Board of Directors is not required
to make a determination as to the
independence of our directors. Our
by-laws provide that our Board of
Directors may be composed of
between 7 to 11 members.
Currently, our board has 7
members, of which 5 are
independent under the Mexican
Securities Market Law.
The definition of independence
applicable to us pursuant to the
Mexican Securities Market Law
differs in certain respects from
the definition applicable to U.S.
issuers under the NYSE rules.
Generally, under the Mexican
Securities Market Law, a director
is not independent if such
director is an employee or officer
of the company or a shareholder
that has influence over the
company. In addition, if there
exist certain relationships
between a company and a director,
entities with which the director
is associated or family members of
the director, the director will
not qualify as independent.
Executive Sessions. Non-management Our non-management and independent
directors must meet regularly in directors are not required to meet
executive sessions without in executive sessions and
management. Independent directors generally do not do so. Executive
should meet alone in an executive sessions are not expressly
session at least once a year. recommended by the Mexican Code of
Section 303A.03 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 presides as Chairman of the
Board of Directors and is a member
of the Nomination and Compensation
Committee and the Operating
Committee.
Audit committee. Audit committee We are in compliance with the
satisfying the independence and independence requirements of Rule
other requirements of Rule 10A-3 10A-3, but the members of our
under the Exchange Act and the more Audit Committee are not required
stringent requirements under the to satisfy the NYSE independence
NYSE standards is required. and other audit committee
Sections 303A.06, 303A.07 standards that are not prescribed
by Rule 10A-3.
The principal characteristics of
our Audit Committee are as
follows:
o Our Audit Committee is composed
of three members, two of which
are members of our Board of
Directors.
o A majority of the members of
our Audit Committee and the
committee's president are
independent as such term is
defined under the Mexican
Securities Market Law.
o Our Audit Committee operates
pursuant to provisions in the
Mexican Securities Market Law
and our bylaws.
o Our Audit Committee submits an
annual report regarding its
activities to our Board of
Directors.
o The duties of our Audit
Committee include, among
others, the following:
- Ensuring compliance with our
by-laws 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 by-laws 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
- Appointing and removing the
company's internal auditor
and establishing the scope
of the internal auditor's
duties and responsibilities
Nominating/corporate governance and We are not required to have a
compensation committee. nominating/corporate governance
Nominating/corporate governance committee or a compensation
committee of independent directors committee, but the Mexican Code of
and compensation committee of Best Corporate Practices
independent directors are required. recommends that companies have an
Compensation committee must approve evaluation and compensation
executive officer compensation. Each committee. Our by-laws provide for
committee must have a charter a Nomination and Compensation
specifying the purpose, duties and Committee, which we believe
evaluation procedures of the carries out the duties of an
committee. ss.303A.04 and ss.303A.05 evaluation and compensation
committee and a
nominating/corporate governance
committee. The duties of our
Nomination and Compensation
Committee include, among others,
the following:
o Proposing individuals to serve
as directors at the
shareholders meeting.
o Proposing individuals to serve
as officers to the Board of
Directors.
o Proposing compensation for
directors, statutory auditors,
and officers at the
shareholders' meeting or to the
Board of Directors, as
applicable.
o Proposing for consideration at
the shareholders' meeting the
removal of members of the Board
of Directors and officers.
o 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 by-laws, at least one member
is appointed by the Series B
shareholders and at least one
member is appointed by the Series
BB shareholders.
Equity compensation plans. Equity Shareholder approval is not
compensation plans require expressly required under our
shareholder approval, subject to bylaws for the adoption and
limited exemptions. amendment of an
equity-compensation plan. No
equity-compensation plans have
been approved by our shareholders.
Code of Ethics. Corporate governance We have adopted a code of ethics
guidelines and a code of business applicable to all of our directors
conduct and ethics is required, with and executive officers, which is
disclosure of any waiver for available to you free of charge
directors or executive officers. upon request and at
Section 303A.10 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.
Employees
The following table sets forth the number of employees in various
positions as of the end of 2002, 2003 and 2004.
As of December 31, As of December 31, As of December 31,
2002 2003 2004
------------------ ------------------ ------------------
Administrative Employees
Mexico City............ 123 114 63
Cancun Airport......... 69 77 114
Cozumel Airport........ 13 13 10
Huatulco Airport....... 14 16 14
Merida Airport......... 35 35 34
Minatitlan Airport..... 13 13 12
Oaxaca Airport......... 12 13 12
Tapachula Airport...... 15 20 17
Veracruz Airport....... 18 18 19
Villahermosa Airport... 11 15 14
----- -----
Total Administrative
Employees 323 334 309
===== ===== =====
Unionized Employees
Mexico City............ 0 0 0
Cancun Airport......... 113 114 109
Cozumel Airport........ 25 25 24
Huatulco Airport....... 18 18 19
Merida Airport......... 44 44 44
Minatitlan Airport..... 16 16 16
Oaxaca Airport......... 20 22 20
Tapachula Airport...... 17 16 16
Veracruz Airport....... 26 26 26
Villahermosa Airport... 24 25 27
----- ----- ----
Total Union Employees 303 306 301
===== ===== =====
As of December 31, 2002, 2003 and 2004, we had approximately 626, 640
and 610 employees, respectively.
Approximately 49.3% of our employees on December 31, 2004 were members
of labor unions. A significant portion of the services rendered in our airports
is provided by personnel employed by third parties. Approximately 10% of our
employees are employed by Servicios Aeroportuarios del Sureste, S.A. de C.V., a
wholly-owned subsidiary that provides us with administrative and personnel
services, while the remainder, including all unionized personnel, are employed
by our nine subsidiary operating companies.
All of our unionized employees are members of local chapters of the
Mexican National Union of Airport Workers. Labor relations with our employees
are governed by nine separate collective labor agreements, each relating to one
of our nine airports, and negotiated by the local chapter of the union. As is
typical in Mexico, wages are renegotiated every year, while other terms and
conditions of employment are renegotiated every two years. We began
renegotiating our collective bargaining agreements with our unionized employees
in August 2003 and reached final agreements with the unions in October 2004. We
believe that our relations with our employees are good.
As part of the opening of Mexico's airports to investment, personnel
employed by our predecessor at our airports were terminated on October 31, 1998
and rehired by us on November 1, 1998 free of any labor liability for their
prior employment. In connection with the change in management, we have
undertaken a number of personnel initiatives, including:
o substantially reducing overtime,
o creating recruiting standards,
o implementing general training programs,
o emphasizing customer service, and
o implementing a management decentralization program.
Item 7. Major Shareholders and Related Party Transactions
MAJOR SHAREHOLDERS
The following table sets forth certain information regarding the
ownership of outstanding Shares as of June 1, 2005.
----------------------------------------------------------
Percentage of total
Number of Shares share capital
--------------------------- --------------------------
Identity of stockholder B Shares BB Shares B Shares BB Shares
ITA(1)................................ -- 45,000,000 -- 15%
Copenhagen Airports A/S............... 7,500,000 -- 2.5% --
Fernando Chico Pardo.................. 7,000,010 -- 2.3% --
Public................................ 240,499,990 -- 80.2% --
---------------------------------------
(1) Copenhagen Airports A/S also owns 49% of the capital stock of ITA and
2.5% of our series B shares.
(2) Fernando Chico Pardo also owns a 51% interest in ITA and 2.3% of our
series B shares.
ITA has an option through December 18, 2005 to subscribe for newly
issued B shares. This option allows ITA to subscribe for 1% of our capital stock
outstanding at the time of the exercise, determined on a fully diluted basis,
through December 18, 2005. Please see "Our Capital Stock" below. ITA may
exercise its options only if it has complied with its obligations under the
technical assistance agreement and the stock ownership restrictions set forth in
ASUR's bylaws. These options are described in "Related Party Transactions."
ITA Trust and Shareholders' Agreement
The rules governing the sale of our series BB shares to ITA required
that ITA place all of its series BB shares in trust in order to guarantee ITA's
performance of its obligations under the technical assistance agreement and
ITA's commitment to maintain its interest in ASUR for a specified period.
Accordingly, ITA has placed its shares in trust with Bancomext. This trust
provides that ITA may instruct Bancomext with respect to the voting of the
shares held in trust that represent up to 10% of ASUR's capital stock; the
remaining 5% is required to be voted in the same manner as the majority of all
shares voted at the relevant stockholders' meeting. Under our bylaws and the
trust, until December 18, 2008 ITA may transfer up to 49% of the series BB
shares without restriction. After December 18, 2008, ITA may sell in any year up
to 20% of its remaining interest in series BB shares. The term of the trust will
be extended for an additional 15 years if, at the end of the initial 15-year
term, ITA holds shares representing more than 10% of our capital stock. ITA may
terminate the trust before the second 15 year term begins if: (i) ITA holds less
than 10% of our capital stock at the end of the initial term; and (ii) the
technical services agreement has been terminated. ITA is required to deposit in
the trust any additional shares of our capital stock that it acquires.
ITA's stockholders have entered into a shareholders' agreement which
provides that most matters relating to ITA's participation in our management are
to be decided by a qualified majority consisting of at least six of ITA's eight
directors. The agreement among ITA's stockholders also provides that the
qualified majority must include the four directors appointed by the two key
partners, currently Copenhagen Airports A/S and Fernando Chico Pardo with
respect to certain matters, including the appointment and removal of ASUR's
chief executive officer and the election of the members of our board of
directors to be elected by the series BB stockholders. The directors appointed
by Copenhagen Airports A/S are also required to be included in the qualified
majority with respect to the adoption or amendment of our master development
plans, business plans and investment plans. Currently, Copenhagen Airports A/S
and Fernando Chico Pardo are each entitled to appoint two directors out of ITA's
seven directors.
Under the agreement among ITA's stockholders, ITA's decision to
exercise its options to purchase additional shares of our capital stock requires
the unanimous consent of each stockholder of ITA. However, in the event that
ITA's stockholders do not unanimously agree to exercise an option, the ITA
stockholder or stockholders in favor of exercising that option are permitted to
cause ITA to transfer the option to such stockholder or stockholders at the fair
value of such option as agreed among the stockholders or determined through an
appraisal. These options are described in "--Related Party
Transactions--Arrangements with ITA."
Under the terms of the participation agreement and the trust agreement,
ITA's shareholders, currently Copenhagen Airports A/S and Fernando Chico Pardo,
are required to maintain an ownership interest in ITA of a minimum of 25.5%
prior to December 18, 2014 unless otherwise approved by the Ministry of
Communications and Transportation. To the extent that a key partner acquires
shares of ITA in excess of a 25.5% interest, this additional interest may be
sold without restriction. There can be no assurance that the terms of the
participation agreement or the trust would not be amended to reduce or eliminate
these ownership commitments. If ITA or any of its stockholders defaults on any
obligation contained in the trust agreement, or if ITA defaults on any
obligation contained in the participation agreement or the technical assistance
agreement, after specified notice and cure provisions, the trust agreement
provides that the trustee may sell 5% of the shares held in the trust and pay
the proceeds of such sale to ASUR as liquidated damages.
In January 2004, the 25.5% ownership in ITA's capital stock of
Triturados Basalticos y Derivados S.A. de C.V. was transferred to NAFIN. As a
result of the transfer, Triturados Basalticos y Derivados ceased to hold any
interest in the capital stock of ITA. In October 2004 NAFIN began a bidding
process to auction its 25.5% interest in ITA. The sale of NAFIN's interest in
ITA was subject to the right of first refusal of ITA's other shareholders, and
Fernando Chico Pardo exercised this right in December 2004. Mr. Chico Pardo paid
2% above the highest bid received during the auction process. The transfer of
shares became effective upon completion of standard provisions for such
transaction as set out in ITA's Shareholders' Agreement.
In April 2004, the French group Vinci, S.A. transferred its 24.5%
ownership in ITA's capital stock to Fernando Chico Pardo. As a result of the
transfer, Vinci, S.A. ceased to hold any interest in the capital stock of ITA.
In April 2004, the Spanish company Ferrovial Aeropuertos, S.A.
transferred 11.0% of its ownership in ITA's capital stock to Copenhagen Airports
A/S and its remaining13.5% interest to Fernando Chico Pardo. As a result of the
transfer, Ferrovial Aeropuertos, S.A. ceased to hold any interest in the capital
stock of ITA.
In April 2005, Fernando Chico Pardo transferred 12.5% of his ownership
in ITA's capital stock to Copenhagen Airports A/S. As a result of this transfer,
Fernando Chico Pardo and Copenhagen Airports A/S own 51% and 49% of ITA's
capital stock, respectively.
RELATED PARTY TRANSACTIONS
Arrangements with ITA
The rules for the sale of the Series BB shares required ITA, ASUR and
the Ministry of Communications and Transportation to enter into a participation
agreement, which established the framework for the option agreement, the
technical assistance agreement and the Banco Nacional de Comercio Exterior,
S.N.C., or Bancomext, trust agreement.
Pursuant to the technical assistance agreement and the participation
agreement, ITA and its stockholders agreed to provide management and consulting
services and transfer industry "know-how" related to the operation of airports
to us. These agreements entitle ITA to name our chief executive officer, half
our other executive officers and two members of our board of directors. These
agreements also grant us a perpetual and exclusive license in Mexico to use all
technical assistance and know-how transferred to us by ITA or its stockholders
during the term of the agreement. The technical assistance agreement has a
fifteen-year term and is automatically renewed for additional five-year terms,
unless one party provides notice of its intent not to renew within a specified
period. We are required under this agreement to pay ITA an annual fee equal to
the greater of a fixed dollar amount or 5% of our annual consolidated earnings
before comprehensive financing cost, income taxes and depreciation and
amortization (determined in accordance with Mexican GAAP and calculated prior to
deducting the technical assistance fee under this agreement). The fixed dollar
amount decreases during the initial five years of the agreement in order to
create an incentive for ITA to increase ASUR's earnings before comprehensive
financing cost, income taxes and depreciation and amortization. ITA is also
entitled to reimbursement for the out-of-pocket expenses it incurs in its
provision of services under the agreement. The agreement allows ITA, its
stockholders and their affiliates to render additional services to us only if
our Acquisitions and Contracts Committee determines that these related persons
have submitted the most favorable bid in a bidding process. This process is
described in "Item 6. Directors, Senior Management and Employees--Committees."
In 2001, 2002, 2003 and 2004 we recognized expenses of U.S.$4.5 million,
U.S.$3.7 million, U.S.$4.1 million, and U.S.$5.8 million, respectively, pursuant
to the technical assistance agreement plus additional expenses of approximately
U.S.$0.3 million, U.S.$0.6 million, U.S.$0.3 million, and U.S.$0.1 million,
respectively.
Under the option agreement, ITA has an option to subscribe for newly
issued series B shares. This option allows ITA to subscribe for 1% of our
capital stock outstanding at the time of exercise, determined on a fully diluted
basis, through December 18, 2005, provided that ITA has complied with its
obligations under the technical assistance agreement and the stock ownership
restrictions set forth in our bylaws. The option exercise price is
U.S.$2.64559301 per share (the per share purchase price paid by ITA for its
series BB shares) plus an accrued annual premium of 5% from December 18, 1998.
The option agreement provides that the exercise price will be adjusted in the
event of increases or decreases in capital or certain dividend payments.
Arrangements with Copenhagen Airports A/S
In June 2003 we entered into a contract with a subsidiary of Copenhagen
Airports A/S under which we retained the services of Kjeld Binger as ASUR's
interim chief executive officer in exchange for a monthly fee.
Stock Option Exercise Periods
Percentage of then-
outstanding fully
diluted capital stock
---------------------
First exercise period(1) Dec. 18, 2001 to Dec. 18, 2003 2%
Second exercise period(1) Dec. 18, 2002 to Dec. 18, 2004 2%
Third exercise period Dec. 18, 2003 to Dec. 18, 2005 1%
(1) Expired without being exercised.
ITA is entitled to exercise its remaining option immediately upon the
earlier to occur of: (i) the acquisition by any stockholder of at least 35% of
ASUR's capital stock (the acquisition of more than 10% of our capital stock by
any person other than ITA would require an amendment to our bylaws); (ii) a
stockholders' meeting approving a merger involving us that dilutes the holdings
of our stockholders by more than 35%; or (iii) our price per share on a stock
exchange is at least U.S.$5.29118602 (twice the option exercise price). ITA or
any holder of the option is entitled to transfer its option to any party that is
entitled to be a stockholder of a concession holder under the Mexican Airport
Law and our bylaws. The relevant restrictions are described in "Item 4.
Information on the Company--Regulatory Framework--Scope of Concessions and
General Obligations of Concession Holders."
ITA's stockholders have entered into an agreement under which ITA's
decision to exercise any of its options requires the unanimous consent of each
stockholder of ITA. However, in the event that ITA's stockholders do not
unanimously agree to exercise an option, the ITA stockholder or stockholders in
favor of exercising that option are permitted to cause ITA to transfer the
option to such stockholder or stockholders at the fair value of such option as
agreed among the stockholders or determined through an appraisal.
Arrangements with Entities Controlled by the Mexican Government
In the ordinary course of its business, we enter into transactions with
various entities controlled by the Mexican government, including the provision
of services to various airlines controlled by the Mexican holding company
Cintra, S.A. de C.V. and the purchase of electricity from the Mexican Federal
Electricity Commission.
Airlines and other entities controlled by Cintra, S.A. de C.V.
accounted for approximately 27.2%, 22.6 and 19.5% of the revenues generated by
our airports in 2002, 2003 and 2004, respectively. Of our accounts receivable,
these entities accounted for 47.4%, 49.4% and 62.0% as of December 31, 2002,
2003 and 2004, respectively. These airlines include Aeromexico, Mexicana,
Aerocaribe, Aerocozumel and Aerolitoral. Through Aeromexico and Mexicana,
Cintra, S.A. de C.V. also controls SEAT, the principal provider of baggage and
ramp handling services in our airports. A majority of the capital stock of
Cintra, S.A. de C.V. is owned by the Institution for the Protection of Bank
Savings, a decentralized entity of the Mexican federal government, and by the
Mexican government. The Institution for the Protection of Bank Savings is
required by law to transfer all holdings, including its shares of Cintra, S.A.
de C.V. and the Mexican government has announced that it intends to sell its
shares of Cintra, S.A. de C.V. For details of revenues earned from related
parties, see "Item 4. Information on the Company--Business Overview--Principal
Air Traffic Customers" and Note 12 to our financial statements.
In addition to the revenues earned from Cintra, we recorded revenues
from several Mexican federal and state government agencies. Revenues from
related public sector entities (excluding Cintra) were Ps. 2.9 million, Ps. 6.7
million and Ps. 3.1 million for the years ended December 31, 2002, 2003 and
2004, respectively.
During the years ended December 31, 2002, 2003 and 2004, we recorded
expenses of Ps. 58.6 million, Ps. 57.1 million and Ps. 61.9 million,
respectively, for electricity, waste disposal, water and other services obtained
from entities or agencies of the Mexican government.
Item 8. Financial Information
See "Item 18. Financial Statements" beginning on page F-1.
Legal Proceedings
We are involved in legal proceedings from time to time that are
incidental to the normal conduct of our business.
We are currently involved in certain legal proceedings in which we are
seeking a confirmation of our right to terminate certain lease agreements upon
the expiration of their term. These proceedings include litigation involving the
duty-free stores in Cancun, Cozumel and Merida.
In April 2005, the International Court of Arbitration issued a final
ruling that requires Dufry Mexico, S.A. de C.V. to, among other requirements,
deliver one of the duty-free stores that it operates in the Cancun airport and
to pay U.S.$3.7 million to ASUR. Dufry has not yet complied with this ruling,
and there can be no assurance that Dufry will comply with the ruling in the
future.
The municipalities of Cancun, Cozumel, Merida, Minatitlan, Veracruz and
Villahermosa have given us notice requesting that we pay property tax (predial)
for the property on which these airports are located. However, we believe that
the request to pay this tax is not in accordance with applicable law relating to
property in the public domain, which includes the airports we currently operate
under concessions. In April 2001, we filed a protective action in court against
the attempt to collect the tax by the municipal treasuries of Cancun and
Cozumel. Our case against the municipality of Cancun was decided in our favor in
March 2004. The other legal proceedings are still in progress.
We do not believe that liabilities related to any of these claims and
proceedings against us are reasonably likely to have, individually or in the
aggregate, a material adverse effect on our consolidated financial condition or
results of operations.
DIVIDENDS
The declaration, amount and payment of dividends are determined by a
majority vote of the stockholders present at a stockholders' meeting and
generally, but not necessarily, on the recommendation of the board of directors.
So long as the series BB shares represent at least 7.65% of our capital stock,
the declaration and payment of dividends will require the approval of the
holders of a majority of the series BB shares. Figures included in this
subsection are stated in nominal pesos.
Mexican law requires that at least 5% of a company's net income (on a
non-consolidated basis) each year (after profit sharing and other deductions
required by Mexican law) be allocated to a legal reserve fund until such fund
reaches an amount equal to at least 20% of its capital stock (without adjustment
for inflation).
Mexican companies may pay dividends only out of earnings (including
retained earnings after all losses have been absorbed or paid up) and only after
such allocation to the legal reserve fund. The reserve fund is required to be
funded on a stand-alone basis for each company, rather than on a consolidated
basis. The level of earnings available for the payment of dividends is
determined under Mexican GAAP. The legal reserve of our holding company, Grupo
Aeroportuario del Sureste, S.A. de C.V., is Ps. 99.2 million (which includes the
required allocation corresponding to year 2004 net income). Our subsidiaries are
required to allocate earnings to their respective legal reserve funds prior to
paying dividends to Grupo Aeroportuario del Sureste, S.A. de C.V.
Dividends paid to non-resident holders with respect to ASUR's series B
shares and ADSs are not subject to Mexican withholding tax. Dividends that are
paid from a company's distributable earnings that have not been subject to
corporate income tax will be subject to a corporate-level dividend tax (payable
by us) calculated on a gross-up basis by applying a factor of 1.5385 in 2002,
1.5152 in 2003, 1.4925 in 2004, 1.4286 in 2005, 1.4085 in 2006 and 1.3889
thereafter. Corporate tax rates of 35% in 2002, 34% in 2003, 33% in 2004, 30% in
2005, 29% in 2006 and 28% thereafter are applied to the result. Corporate tax
rates of 35% in 2002, 34% in 2003, 33% in 2004, 30% in 2005, 29% in 2006 and 28%
thereafter are applied to the result. This corporate-level dividend income tax
on the distribution of earnings may be applied as a credit against Mexican
corporate income tax corresponding to the fiscal year in which the dividend was
paid or against the Mexican corporate income tax of the two fiscal years
following the date in which the dividend was paid. In the case of dividends paid
in 2004, the credit would be applicable against the Mexican corporate income tax
of the following three fiscal years. Dividends paid from a company's
distributable earnings that have been subject to corporate income tax are not
subject to this corporate-level dividend income tax. Three of our subsidiaries
(Cancun, Villahermosa and Merida) benefit from an injunction that reduced the
rate for dividends from 47.0592% in 2004 to 32%.
As of December 31, 2004, we had no distributable earnings that were
subject to corporate income tax. We do not expect to generate such after-tax
earnings in the near future. Until we generate such earnings subject to
corporate income tax, dividends paid by us to non-resident holders of series B
shares and ADSs will be subject to both the corporate-level dividend tax income
discussed above.
On April 28, 2005, our stockholders approved the allocation of 5%, or
Ps. 30.3 million, of the Company's net profits for the fiscal year ended
December 31, 2004 to the legal reserve fund in compliance with Mexican law. The
stockholders approved the allocation of Ps. 14.6 million (5% of net income for
fiscal year 2003) to the legal reserve fund on April 29, 2004, and approved the
allocation of Ps. 12.1 million (5% of net income for fiscal year 2002) to the
legal reserve fund on April 29, 2003.
On April 28, 2005, our stockholders approved the payment of a net
ordinary cash dividend after income tax of Ps. 186.0 or Ps. 0.62 per share for
each outstanding series B or BB share. This dividend was paid on May 30, 2005.
At the general stockholders' meeting on April 29, 2004, ASUR's stockholders
agreed to pay net dividends after income tax of Ps. 168.0 million or Ps. 0.56
per share. Because this dividend payment was not taken from the after-tax
earnings account, it gave rise to an income tax of Ps. 61.4 million. At the
April 27, 2003 general stockholders' meeting, the company's stockholders agreed
to pay net dividends after income tax of Ps. 150.0 million, or Ps.0.50 per
share.
In the absence of attractive investment opportunities, we intend to
continue paying yearly dividends out of our annual net retained earnings,
however we do not necessarily plan to pay extraordinary dividends in the future.
We do not currently intend to implement a stock repurchase program.
We will declare any future dividends in pesos. In the case of series B
shares represented by ADSs, cash dividends are paid to the depositary and,
subject to the terms of the Deposit Agreement, converted into and paid in U.S.
dollars at the prevailing exchange rate, net of conversion expenses of the
depositary. Fluctuations in exchange rates affect the amount of dividends that
ADS holders receive. For a more detailed discussion, see "Item 10. Additional
Information."
Item 9. The Offer and Listing
Stock Price History
The following table sets forth, for the periods indicated, the high and
low closing prices for (i) our common shares on the Mexican Stock Exchange in
pesos and (ii) the ADSs on the New York Stock Exchange in U.S. dollars. For more
information, see "Item 10. Additional Information--Exchange Controls" for the
exchange rates applicable during the periods set forth below. The information
set forth in the table below reflects actual historical amounts at the trade
dates and has not been restated in constant pesos.
The annual high and low market prices for (i) our common shares on the Mexican
Stock Exchange in pesos and (ii) the ADSs on the New York Stock Exchange in U.S.
dollars over the five most recent financial years is as follows:
Years ended
December 31, U.S.$ per ADR(1) Pesos per Series B Share
----------------------- ------------------------
Low High Low High
----- ------ ----- ------
2003
First Quarter.................... 11.30 12.86 9.82 12.55
Second Quarter................... 13.06 16.34 10.99 15.99
Third Quarter.................... 15.00 17.19 13.93 16.13
Fourth Quarter................... 16.20 20.00 14.55 18.14
2004
First Quarter.................... 19.30 24.71 17.38 22.50
Second Quarter................... 18.58 20.33 21.29 23.06
Third Quarter.................... 19.46 22.28 22.65 25.27
Fourth Quarter................... 23.54 27.05 26.99 30.15
Pesos per Series B Share U.S.$ per ADR(1)
------------------------ ------------------------
Low High Low High
----- ------ ----- ------
Monthly Prices
December, 2004................... 29.20 31.79 25.62 28.62
January, 2005.................... 28.10 31.00 24.35 27.30
February, 2005................... 29.60 35.95 26.40 32.55
March, 2005...................... 30.60 37.12 27.26 33.70
April, 2005...................... 31.19 34.25 28.00 31.05
May, 2005........................ 32.55 33.30 29.92 30.75
---------------------------------------
(1) 10 Series B shares per ADR.
(2) Dividend paid
Sources: Mexican Stock Exchange and the New York Stock Exchange.
TRADING ON THE MEXICAN STOCK EXCHANGE
The Mexican Stock Exchange, located in Mexico City, is the only stock
exchange in Mexico. Founded in 1894, it ceased operations in the early 1900s,
and was reestablished in 1907. The Mexican Stock Exchange is organized as a
corporation whose shares are held by brokerage firms. These firms are
exclusively authorized to trade on the floor of the Exchange. Trading on the
Mexican Stock Exchange takes place exclusively through an automated inter-dealer
quotation system known as SENTRA, which is open between the hours of 8:30 a.m.
and 3:30 p.m., Mexico City time, each business day. Each trading day is divided
into six trading sessions with ten-minute periods separating each session.
Trades in securities listed on the Mexican Stock Exchange can, subject to
certain requirements, also be effected off the Exchange. Due primarily to tax
considerations, however, most transactions in listed Mexican securities are
effected through the Exchange. The Mexican Stock Exchange operates a system of
automatic suspension of trading in shares of a particular issuer as a means of
controlling excessive price volatility. The suspension procedures will not apply
to shares that are directly or indirectly (through ADSs or CPOs) quoted on a
stock exchange outside Mexico.
Settlement is effected two business days after a share transaction on
the Mexican Stock Exchange. Deferred settlement, even if by mutual agreement, is
not permitted without the approval of the CNBV. Most securities traded on the
Mexican Stock Exchange are on deposit with S.D. Indeval, S.A. de C.V., Instituto
para el Deposito de Valores, a privately-owned central securities depositary
that acts as a clearing house, depositary, custodian and registrar for Mexican
Stock Exchange transactions, eliminating the need for the physical transfer of
shares.
The Mexican Stock Exchange is one of Latin America's largest exchanges
in terms of market capitalization, but it remains relatively small and illiquid
compared to major world markets, and therefore subject to greater volatility.
As of December 31, 2004, 158 Mexican companies, excluding mutual funds,
had equity listed on the Mexican Stock Exchange. In 2004, the ten most actively
traded equity issues (excluding banks) represented approximately 71% of the
total volume of equity issues traded on the Mexican Stock Exchange. Although the
public participates in the trading of securities, a major part of the activity
of the Mexican Stock Exchange reflects transactions by institutional investors.
There is no formal over-the-counter market for securities in Mexico.
The market value of securities of Mexican companies is, to varying
degrees, affected by economic and market conditions in other emerging market
countries. In late October 1997, prices of both Mexican debt securities and
Mexican equity securities dropped substantially following declines earlier in
the year in the Asian, Russian and Brazilian securities markets.
Item 10. Additional Information
Bylaws
This section summarizes certain provisions of Mexican law and our
estatutos sociales (bylaws), a copy of which is attached to this Form 20-F as
Exhibit 1.1.
At our Extraordinary Stockholders' Meeting held on December 30,
2003, several changes to our bylaws were approved in order to comply with the
regulations published in the Diario Oficial de la Federacion on March 19, 2003
by the Mexican Banking and Securities Commission. Our restated bylaws that
include these recent amendments were duly registered with the Federal District
Public Registry of Commerce on February 25, 2004 under file number 237,658. Our
corporate purpose is defined in Article 2 of our bylaws and includes the
management and operation of airports as well as a wide range of other commercial
activities.
Directors
Our bylaws provide that our board of directors will have at least seven
but not more than eleven members. All directors can be elected at one meeting.
At each stockholders' meeting for the election of directors, the
holders of series BB shares are entitled to elect two directors. The remaining
members of the board of directors are to be elected by the holders of the series
B shares.
Each person (or group of persons acting together) holding 10% of our
capital stock in the form of series B shares is entitled to elect one director.
The remaining positions on the board of directors will be filled based on the
vote of all holders of series B shares, including those series B holders that
were entitled to elect a director by virtue of their owning 10% of our capital
stock. The candidates to be considered for election as directors by the series B
stockholders will be proposed to the stockholders' meeting by the Nominations
and Compensation Committee. All directors are elected based on a simple majority
of the votes cast at the relevant stockholders' meeting. Our bylaws do not
currently require mandatory retirement of directors after they reach a certain
age. The compensation of our directors is proposed by the Nominations and
Compensation Committee to all of our stockholders at stockholders' meetings for
their approval.
The number of directors to be elected by the holders of series B shares
is to be determined based on the number of directors elected by persons holding
series B shares representing 10% (individually or as a group) of our capital
stock and by the holders of the series BB shares. If less than seven directors
are elected by 10% stockholders exercising their right to elect one director and
by the holders of the series BB shares, the total number of directors to be
elected by the series B holders will be such number as is required to reach
seven. If seven directors are elected by 10% stockholders exercising their right
to elect one director and by the holders of the series BB shares, the series B
stockholders will be entitled to elect two directors in addition to those
elected by 10% stockholders. If more than seven directors are elected by 10%
stockholders exercising their right to elect one director and the holders of the
series BB shares, the series B stockholders will be entitled to elect one or two
directors in addition to the directors elected by 10% stockholders (individually
or as a group) (depending on which number will result in an odd number of
directors).
Authority of the Board of Directors
The board of directors is our legal representative. The powers of the
board include, without limitation, the power:
o to participate in our strategic planning decisions,
o to authorize changes in our policies regarding financial structure,
products, market development and organization,
o to oversee compliance with general corporate practices, our bylaws
and the minority rights set forth thereunder,
o to call for stockholders' meetings and act on their resolutions,
o 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,
o to determine how to vote the shares held by us in our subsidiaries
in matters related to the appointment of: (i) our chief executive
officer; and (ii) the officers determined by the board of directors
other than those whose designation is reserved for the series BB
directors or the Operating Committee,
o 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,
o to determine how we will vote our shares in subsidiaries when the
Operating Committee does not timely do so, and
o to exercise non-assignable authority to approve: (i) operations
outside the ordinary course of business between the Company and
related parties; (ii) the purchase or sale of 10% or more of our
assets; (iii) the granting of guarantees in an amount greater than
30% of the value of our assets; and (iv) operations, other than
those already listed, that are outside the ordinary course of our
business for amounts greater than 1% of the value of our assets.
Meetings of the board of directors will be validly convened and held if
a majority of its members are present. Resolutions at said meetings will be
valid if approved by a majority of the members of the board of directors, unless
our bylaws require a higher number. The chairman does not have a tie-breaking
vote.
Resolutions at board meetings with respect to any of the issues listed
below will be valid only if approved by the members of the board of directors
elected by the holders of the series BB shares:
o approval of our financial statements and those of our subsidiaries
and their submission to the stockholders' meeting,
o approval of the 5-year master development plans for each of the
airports operated by our subsidiaries,
o annual approval of the business plan and the investment budget,
o approval of capital investments not considered in the approved
annual budget for each fiscal year,
o approval of any sale of fixed assets having, individually or
jointly, a value greater than U.S.$2.0 million,
o 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,
o proposal to increase our capital or that of our subsidiaries,
o approval of any sale of shares of the capital stock of our
subsidiaries,
o approval of any transfer by us of shares in our subsidiaries,
o purchase of shares or interests in any company,
o approval or amendment of our management structure,
o creation of new committees, delegation of powers to the same, and
changes to the powers of any existing committee,
o incurrence of any indebtedness in an amount greater than U.S.$5.0
million during any calendar year or in excess of the debt level set
forth in the annual business plan, which must not exceed a 50% debt
to capital ratio, and
o approval of our dividend policy and its submission to the
stockholders' meeting.
Powers of Series BB Directors
The Series BB directors are entitled to:
o appoint and remove our chief executive officer and half of our
executive officers;
o appoint three members of the Operating Committee, one of which must
be the chief executive officer;
o appoint at least one member of the Audit Committee and the
Acquisitions and Contracts Committee; and
o determine the composition of our Operating Committee with respect to
those members who are not affiliated with ASUR or our corporate
group.
Our Capital Stock
The following table sets forth our authorized capital stock and our
issued and outstanding capital stock at December 31, 2004:
Capital Stock
Issued and
Authorized outstanding
---------- -----------
Fixed capital stock:
Series B shares................. 255,000,000 255,000,000
Series BB shares................ 45,000,000 45,000,000
Variable capital stock:
Series B shares................. 15,789,474 --
Series BB shares................ -- --
All ordinary shares confer equal rights and obligations to holders within each
series. The series BB shares have the voting and other rights described below.
Our bylaws provide that our shares have the following characteristics:
o Series B. Series B shares currently represent 85% of our capital.
Series B shares may be held by any Mexican or foreign natural
person, company or entity. Variable series B shares represent
treasury stock held by ASUR that could be issued in the event that
ITA exercises its option to subscribe for 1% of our capital stock
outstanding at the time of the exercise, determined on a fully
diluted basis, through December 18, 2005.
o Series BB. Series BB shares currently represent 15% of our capital.
Series BB shares may be held by any Mexican or foreign natural
person, company or entity.
Under the Mexican Airport Law and the Mexican Foreign Investments Law,
foreign persons may not directly or indirectly own more than 49% of the capital
stock of a holder of an airport concession unless an authorization from the
Mexican Commission of Foreign Investments is obtained. We obtained this
authorization on September 7, 1999 and as a consequence these restrictions do
not apply to our series B or series BB shares.
Voting Rights and Stockholders' Meetings
Each series B share and series BB share entitles the holder to one vote
at any general meeting of our stockholders. Holders of series BB shares are
entitled to elect two members of our board of directors and holders of series B
shares are entitled to name the remaining members of the board of directors.
Under Mexican law and our bylaws, we may hold three types of
stockholders' meetings: ordinary, extraordinary, and special. Ordinary
stockholders' meetings are those called to discuss any issue not reserved for
extraordinary stockholders' meeting. An annual ordinary stockholders' meeting
must be convened and held within the first four months following the end of each
fiscal year to discuss, among other things, the report prepared by the Board on
our financial statements, the appointment of members of the Board and statutory
auditors and the determination of compensation for members of the Board and
statutory auditors.
Extraordinary stockholders' meetings are those called to consider any
of the following matters:
o extension of a company's duration or voluntary dissolution,
o an increase or decrease in a company's minimum fixed capital,
o change in corporate purpose or nationality,
o any transformation, merger or spin-off involving the company,
o any stock redemption or issuance of preferred stock or bonds,
o the cancellation of the listing of our shares with the National
Registry of Securities or on any stock exchange,
o amendments to a company's bylaws, and
o any other matters for which applicable Mexican law or the bylaws
specifically require an extraordinary meeting.
Special stockholders' meetings are those called and held by
stockholders of the same series or class to consider any matter particularly
affecting the relevant series or class of shares.
Stockholders' meetings are required to be held in our corporate
domicile, which is Mexico City. Calls for stockholders' meetings must be made by
the Chairman, the Secretary, any two members of the board of directors or the
statutory auditors. Any stockholder or group of stockholders representing at
least 10% of our capital stock has the right to request that the board of
directors or the statutory auditors call a stockholders' meeting to discuss the
matters indicated in the relevant request. If the board of directors or the
statutory auditors fail to call a meeting within 15 calendar days following
receipt of the request, the stockholder or group of stockholders representing at
least 10% of our capital stock may request that the call be made by a competent
court.
Calls for stockholders' meetings must be published in the official
gazette of the federation or in one newspaper of general circulation in Mexico
at least 15 calendar days prior to the date of the meeting. Each call must set
forth the place, date and time of the meeting and the matters to be addressed.
Calls must be signed by whomever makes them, provided that calls made by the
board of directors must be signed by the Chairman, the Secretary or a special
delegate appointed by the board of directors for that purpose. Stockholders'
meetings will be validly held and convened without the need of a prior call or
publication whenever all the shares representing our capital are duly
represented.
To be admitted to any stockholders' meeting, stockholders must: (i) be
registered in our share registry; and (ii) at least 24 hours prior to the
commencement of the meeting submit (a) an admission ticket issued by us for that
purpose, and (b) a certificate of deposit of the relevant stock certificates
issued by the Secretary or by a securities deposit institution, a Mexican or
foreign bank or securities dealer in accordance with the Mexican Securities
Market Law. The share registry will be closed three days prior to the date of
the meeting. Stockholders may be represented at any stockholders' meeting by one
or more attorneys-in-fact who may not be either directors or statutory auditors
of ASUR. Representation at stockholders' meetings may be substantiated pursuant
to general or special powers of attorney or by a proxy executed before two
witnesses.
Promptly following the publication of any call for a stockholders'
meeting, we will provide copies of the publication to the depositary for
distribution to the holders of ADSs. Holders of ADSs are entitled to instruct
the depositary as to the exercise of voting rights pertaining to the series B
shares.
Quorums
Ordinary meetings are regarded as legally convened pursuant to a first
call when at least 50% of the shares representing our capital are present or
duly represented. Resolutions at ordinary meetings of stockholders are valid
when approved by a majority of the shares present at the meeting. Any number of
shares represented at an ordinary meeting of stockholders convened pursuant to a
second or subsequent call constitutes a quorum. Resolutions at ordinary meetings
of stockholders convened in this manner are valid when approved by a majority of
the shares present at the meeting.
Extraordinary stockholders' meetings are regarded as legally convened
pursuant to a first or subsequent call when at least 75% of the shares
representing our capital are present or duly represented. Resolutions at
extraordinary meetings of stockholders are valid if taken by the favorable vote
of shares representing more that 50% of our capital.
Notwithstanding the foregoing, resolutions at extraordinary meetings of
stockholders called to discuss any of the issues listed below are valid only if
approved by a vote of shares representing at least 75% of our capital:
o any amendment to our bylaws which: (i) changes or deletes the
authorities of our committees; or (ii) changes or deletes the rights
of minority stockholders,
o 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,
o 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,
o the cancellation of our registration in the Mexican Securities
Registry or in any stock market,
o a merger by us with an entity the business of which is not related
to the business of us or our subsidiaries, and
o a spin-off, dissolution or liquidation of ASUR.
Our bylaws also establish the following voting requirements:
o the amendment of the restrictions in our bylaws on ownership of
shares of our capital stock requires the vote of holders of 85% of
our capital stock;
o a delisting of our shares requires the vote of holders of 95% of our
capital stock; and
o 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.
Right of Withdrawal
Any stockholder having voted against a resolution validly adopted at a meeting
of our stockholders with respect to (i) a change in our corporate purpose or
nationality, (ii) a change of corporate form, (iii) a merger involving us in
which we are not the surviving entity or the dilution of its capital stock by
more than 10%, or (iv) a spin-off, may request redemption of its shares,
provided that the relevant request is filed with us within fifteen days
following the holding of the relevant stockholders' meeting. The redemption of
the stockholders' shares will be effected at the lower of (a) 95% of the average
trading price determined on the closing prices of our shares over the last
thirty days on which trading in our shares took place prior to the date on which
the relevant resolution becomes effective, during a period not longer than six
months, or (b) the book value of the shares in accordance with our most recent
audited financial statements approved by our stockholders' meeting.
Pursuant to our bylaws, our stockholders have waived the right to
redeem their variable capital contributions provided in the Mexican General Law
of Business Corporations.
Veto Rights of Holders of Series BB Shares
So long as the series BB shares represent at least 7.65% of our capital
stock, resolutions adopted at stockholders' meetings with respect to any of the
issues listed below will only be valid if approved by a vote of a majority of
the series BB shares:
o approval of our financial statements,
o liquidation or dissolution,
o capital increases or decreases,
o declaration and payment of dividends,
o amendment to our bylaws,
o mergers, spin-offs or share-splits,
o grant or amendment of special rights to series of shares, and
o any decision amending or nullifying a resolution validly taken by
the board of directors with respect to (i) appointment of our chief
executive officer or the other members of management to be
designated by the holders of our series BB shares, (ii) appointment
of the three members of our Operating Committee to be designated by
the holders of the series BB shares, and (iii) appointment of the
members of the Operating Committee whose appointment requires the
consent of the holders of the series BB shares.
Dividends and Distributions
At our annual ordinary general stockholders' meeting, the board of
directors will submit to the stockholders for their approval our financial
statements for the preceding fiscal year. Five percent of our net income (after
profit sharing and other deductions required by Mexican law) must be allocated
to a legal reserve fund until the legal reserve fund reaches an amount equal to
at least 20% of our capital stock (without adjustment for inflation). Additional
amounts may be allocated to other reserve funds as the stockholders may from
time to time determine including a reserve to repurchase shares. The remaining
balance, if any, of net earnings may be distributed as dividends on the shares
of common stock. A full discussion of our dividend policy may be found in "Item
8. Financial Information--Dividends."
Registration and Transfer
Our shares are registered with the Mexican Securities Registry, as required
under the Securities Market Law and regulations issued by the Mexican Banking
and Securities Commission. If we wish to cancel our registration, or if it is
cancelled by the Mexican Banking and Securities Commission, the stockholders
holding a majority of the ordinary shares or that have the ability, under any
title, to impose any decisions in the ordinary shareholders' meeting or to
appoint a majority of members to the board of directors of ASUR will be required
to make a public offer to purchase all outstanding shares, prior to such
cancellation. Unless the Mexican Banking and Securities Commission authorizes
otherwise, the public offer price shall be the higher of the weighted average
trade price (based on volume) for our shares during the thirty prior days on
which shares may have been quoted prior to the date of the public offer during a
period not longer than six months or if no shares traded during such period, the
book value of the shares as calculated in accordance with the most recent
quarterly report submitted to the Mexican Banking and Securities Commission and
to the Mexican Stock Exchange. Any amendments to the foregoing provisions
included in our bylaws require the prior approval of the Mexican Banking and
Securities Commission and the resolution of the extraordinary stockholders'
meeting adopted by a minimum voting quorum of 95% of our outstanding capital
stock.
Series BB shares may only be transferred after conversion into series B
shares, and are subject to the following rules:
o Currently, ITA is permitted to sell up to 49% of its series BB
shares. ITA is required to retain its remaining 51% interest through
December 18, 2008.
o After December 18, 2008, ITA continues to be free to sell 49% of its
initial ownership interest without restriction. In addition, ITA may
sell in any year up to 20% of its other 51% interest in series BB
shares.
o 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 will be automatically converted into freely transferable
series B shares.
o 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.
o If upon such conversion any stockholder exceeds the individual
ownership limitations set forth in our bylaws, such stockholder will
be required to transfer the excess stock to a third party within
thirty calendar days. If the stockholder fails to effect such
transfer within the thirty calendar day period, we may thereafter
redeem such excess stock at book value in accordance with the latest
financial statements approved by the stockholders' meeting.
For purposes of our bylaws, a "related person" means, with respect to
any person:
o any person, directly or indirectly, controlling, controlled by, or
under common control with such person
o any person having the ability to determine the business policies of
such person
o in the case of an individual, an individual having a blood or civil
kinship in a direct line (ascending or descending) within and
including the fourth grade with such person
o in the case of ASUR, ITA, and
o in the case of ITA, its stockholders and their related persons.
For purposes of our bylaws, "control" of a person, with respect to any
person, is defined as:
o the ownership, directly or indirectly of 20% or more of the capital
stock or voting rights of such person,
o the ability to elect the majority of the members of the board of
directors or managers of the person,
o the ability to veto resolutions that could otherwise be adopted by
the person's stockholders (except with respect to matters required
to be approved by an extraordinary stockholders' meeting under
Mexican law), either by agreement or by ownership of a special
series of shares, or
o existence of commercial relations representing more than 15% of the
total annual consolidated income of such person.
Stockholder Ownership Restrictions and Antitakeover Protection
Holders of our shares are subject to the following restrictions:
o holders of series B shares, either individually or together with
their related persons, may not directly or indirectly own more than
10% of our capital stock,
o series BB shares may represent no more than 15% of our outstanding
capital stock,
o holders of series BB shares may also own series B shares, provided
that as long as they hold series BB shares, their total beneficial
ownership may not exceed 20% of our outstanding capital stock,
o no more than 5% of our outstanding capital stock may be owned by
air carriers, and
o foreign governments acting in a sovereign capacity may not directly
or indirectly own any portion of our capital stock.
A person exceeding the 10% threshold described above due solely to our
repurchase of our shares is required to reduce its interest below 10% within one
year of such repurchase.
The foregoing ownership restrictions do not apply to:
o NAFIN, including in its capacity as trustee,
o Institutions that act as depositaries for securities, and
o Financial and other authorized institutions that hold securities for
the account of beneficial owners, provided that such beneficial
owners are not exempt from the ownership restrictions.
Any amendment to the ownership restrictions described above requires
the vote of shares representing 85% of our capital stock.
If our bylaws are amended to eliminate the share ownership
restrictions described above, any stockholder seeking to acquire "control" of
ASUR (as defined above) is required to obtain the consent of the board of
directors prior to acquiring shares in excess of the amount permitted to be
acquired prior to any such amendment. Any such consent granted by the board of
directors shall be conditioned on a tender offer being conducted within 30
business days by the person acquiring "control." The tender offer price is
required to be the higher of (i) the average price of the trades carried out
during the prior 30 (thirty) days on which the shares may have been quoted prior
to the date of the offer; or (ii) the book value of the shares in accordance
with the most recent quarterly report submitted to the Mexican Banking and
Securities Commission and to the Mexican Stock Exchange, unless the Mexican
Banking and Securities Commission authorizes a different price. Any amendment of
this tender offer requirement requires the vote of the holders of 95% of our
capital stock.
Air carriers and their subsidiaries and affiliates are not permitted,
directly or indirectly, to "control" ASUR or any of our subsidiary concession
holders.
Under the Mexican Airport Law, any control takeover requires the prior
consent of the Ministry of Communications and Transportation. See "Item 4.
Information on the Company--Regulatory Framework--Reporting, Information and
Consent Requirements."
For purposes of these provisions, "related person" and "control" are
defined above under "--Registration and Transfer."
Changes in Capital Stock
Increases and reductions of our minimum fixed capital must be approved
at an extraordinary stockholders' meeting, subject to the provisions of our
bylaws and the Mexican General Law of Business Corporations. Increases or
reductions of the variable capital must be approved at an ordinary stockholders'
meeting in compliance with the voting requirements of our bylaws.
Shares issued under Article 81 of the Securities Market Law (which are
those held in treasury to be delivered upon their subscription) may be offered
for subscription and payment by the board of directors, provided that:
o the issuance is made to effect a public offering in accordance with
the Securities Market Law, and
o the Company shall obtain authorization from the National Banking and
Securities Commission,
o the shares that are not subscribed and paid within the period set
forth by the National Banking and Securities Commission shall be
considered null and void and be cancelled, and
o to facilitate the public offer, at the extraordinary stockholders'
meeting where the issuance of non-subscribed shares is approved, an
express waiver of preemptive rights is made.
If the holders of at least 25% of our capital stock vote against the
issuance of non-subscribed shares, said issuance may not take place.
Subject to the individual ownership limitations set forth in our
bylaws, in the event of an increase of our capital stock our stockholders will
have a preemptive right to subscribe and pay for new stock issued as a result of
such increase in proportion to their stockholder interest at that time, unless:
(i) the capital increase is made under the provisions of Article 81 of the
Securities Market Law; or (ii) the capital increase relates to the issuance of
shares upon the conversion of debentures. Said preemptive right shall be
exercised by subscription and payment of the relevant stock within fifteen
business days after the date of publication of the corresponding notice to our
stockholders in the official gazette of the federation and in one of the
newspapers or greater circulation in Mexico, provided that if at the
corresponding meeting all of our shares are duly represented, the fifteen
business day period shall commence on the date of the meeting.
Our capital stock may be reduced by resolution of a stockholders'
meeting taken pursuant to the rules applicable to capital increases. Our capital
stock may also be reduced upon withdrawal of a stockholder (See "--Voting Rights
and Stockholders' Meetings--Right of Withdrawal") or by repurchase of our own
stock in accordance with the Securities Market Law (See "--Share Repurchases").
Share Repurchases
We may choose to acquire our own shares through the Mexican Stock
Exchange and the New York Stock Exchange on the following terms and conditions:
o the acquisition must be made at the market price charged against the
capital stock and, when applicable, against a reserve created with
funds from net profits,
o the ordinary stockholders' meeting shall determine the amount of
capital and, if applicable, the amount of the reserve that we may
use to repurchase our shares. The acquisition may be effected by
resolution of our board of directors,
o the acquisition must be made subject to the provisions of applicable
law, including the Securities Market Law and carried out, reported
and disclosed in the manner established by the Mexican Banking and
Securities Commission,
o as a consequence of the purchase, the corporate capital and the
reserve will be reduced, converting the acquired shares into
treasury shares, and
o the shares may be resold out of the treasury, thereby increasing the
corporate capital and the reserve.
Ownership of Capital Stock by Subsidiaries
Our subsidiaries may not, directly or indirectly, invest in our
shares, unless such subsidiaries acquired our shares to comply with employee
stock option or stock sale plans that are established, granted or designed in
favor of the employees or officers of such subsidiaries. The number of shares
acquired for such purpose may not exceed 15% of our outstanding capital stock.
Liquidation
Upon our dissolution, one or more liquidators must be appointed at an
extraordinary stockholders' meeting to wind up our affairs. All fully paid and
outstanding shares will be entitled to participate equally in any distribution
upon liquidation. Partially paid shares participate in any distribution in the
same proportion that such shares have been paid at the time of the distribution.
Other Provisions
Liabilities of the members of the Board of Directors
As in any other Mexican corporation and due to the provisions of the
Mexican General Law on Business Corporations, any stockholder or group of
stockholders holding at least 10% of our capital stock may directly file a civil
liability action under Mexican law against the members of the board of directors
and statutory auditors.
In addition to the foregoing, our bylaws provide that a member of the
board of directors will be liable to us and our stockholders in the following
circumstances:
o negligence resulting in the loss of more than two-thirds of our
capital stock,
o fraud resulting in our bankruptcy,
o exceeding board authority or breach of duties under our bylaws,
o participation in the resolution of issues where a conflict of
interest exists that results in damages to us,
o negligence resulting in company obligations or agreements violating
legal or statutory provisions, and
o failure to report irregularities in actions of former board members.
The members of the board are liable to our stockholders only for the
loss of net worth suffered as a consequence of disloyal acts carried out in
excess of their authority or in violation of our bylaws.
Information to Stockholders
The Mexican General Law on Business Corporations establishes that
companies, acting through their boards of directors, must annually present a
report at a stockholder's meeting that includes:
o 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,
o a report explaining the principal accounting and information
policies and criteria followed in the preparation of the financial
information,
o a statement of the financial condition of the company at the end of
the fiscal year,
o 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,
o the notes which are required to complete or clarify the above
mentioned information, and
o the report prepared by the statutory auditors with respect to the
accuracy and reasonability of the above mentioned information
presented by the board of directors.
In addition to the foregoing, our bylaws provide that the board of
directors should also prepare the information referred to above with respect to
any subsidiary that represents at least 20% of our net worth (based on the
financial statements most recently available).
Duration
The duration of our corporate existence is one hundred years.
Stockholders' Conflict of Interest
Under Mexican law, any stockholder that has a conflict of interest with
respect to any transaction must abstain from voting on such a transaction at the
relevant stockholders' meeting. A stockholder that votes on a transaction in
which its interest conflicts with that of ASUR may be liable for damages in the
event the relevant transaction would not have been approved without such
stockholder's vote.
Directors' Conflict of Interest
Under Mexican law, any director who has a conflict of interest with
ASUR in any transaction must disclose the conflict to the other directors and
abstain from voting. Any director who violates such provision will be liable to
us for any resulting damages or losses. Additionally, our directors and
statutory auditors may not represent stockholders in the stockholders' meetings.
Material Contracts
Our subsidiaries are parties to the airport concessions granted by the
Ministry of Communications and Transportation under which we are required to
construct, operate, maintain and develop the airports in exchange for certain
benefits. See "--Sources of Regulation" and "--Scope of Concessions and General
Obligations of Concession Holders" under "Regulatory Framework" in Item 4.
We are a party to a participation agreement with ITA and the Ministry
of Communications and Transportation which establishes the framework for several
other agreements to which we are a party. See "Item 7. Major Shareholders and
Related Party Transactions--Related Party Transactions--Arrangements with ITA".
We have entered into a technical assistance agreement and option
agreement with ITA providing for management and consulting services and the
option to subscribe for newly issued series B shares. See "Item 7. Major
Shareholders and Related Party Transactions--Related Party
Transactions--Arrangements with ITA."
EXCHANGE CONTROLS
Mexico has had free market for foreign exchange since 1991 and the
government has allowed the peso to float freely against the U.S. dollar since
December 1994. There can be no assurance that the government will maintain its
current foreign exchange policies. See "Item 3. Key Information--Exchange
Rates."
TAXATION
The following summary contains a description of the material
anticipated U.S. and Mexican federal income tax consequences of the purchase,
ownership and disposition of our series B shares or ADSs by a beneficial holder
that is a citizen or resident of the United States or a U.S. domestic
corporation or that otherwise will be subject to U.S. federal income tax on a
net income basis in respect of our series B shares or ADSs and that is a
"non-Mexican holder" (as defined below) (a "U.S. holder"), but it does not
purport to be a comprehensive description of all of the tax considerations that
may be relevant to a decision to purchase our series B shares or ADSs. In
particular, the summary deals only with U.S. holders that will hold our series B
shares or ADSs as capital assets and does not address the tax treatment of
special classes of U.S. holders such as dealers in securities or currencies,
U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that
own or are treated as owning 10% or more of our outstanding voting shares,
tax-exempt organizations, financial institutions, U.S. holders liable for the
alternative minimum tax, securities traders who elect to account for their
investment in series B shares or ADSs on a mark-to-market basis, and persons
holding series B shares or ADSs in a hedging transaction or as part of a
straddle, conversion, or other integrated transaction for U.S. federal income
tax purposes. In addition, the summary does not address any U.S. or Mexican
state or local tax considerations that may be relevant to a U.S. holder.
The summary is based upon the federal income tax laws of the United
States and Mexico as in effect on the date of this Form 20-F, including the
provisions of the income tax treaty between the United States and Mexico and
protocol thereto (the "Tax Treaty"), all of which are subject to change,
possibly with retroactive effect in the case of U.S. federal income tax law.
Prospective investors in our series B shares or ADSs should consult their own
tax advisors as to the US, Mexican or other tax consequences of the purchase,
ownership and disposition of the series B shares or ADSs, including, in
particular, the effect of any foreign, state or local tax laws and their
entitlement to the benefits, if any, afforded by the Tax Treaty.
For purposes of this summary, the term "non-Mexican holder" shall mean
a holder that is not a resident of Mexico and that will not hold the series B
shares or ADSs or a beneficial interest therein in connection with the conduct
of a trade or business through a permanent establishment or fixed base in
Mexico.
For purposes of Mexican taxation, the definition of "residency" is
highly technical and residency results in several situations. Generally an
individual is a resident of Mexico if he or she has established his or her home
in Mexico, and a corporation is a resident if it is incorporated under Mexican
law or it has its center of interests in Mexico. An individual who has a home in
Mexico and another country will be considered to be a resident of Mexico if
Mexico is the individual's significant center of interest. An individual's
significant center of interest will be considered Mexico in the following
circumstances, among other factors: (i) when more than 5% of such person's total
yearly income originates in Mexico; (ii) when Mexico is the individual's
principal place of business. Additionally, Mexican officers and employees
working for the Mexican government but living outside of Mexico will be
considered to be Mexican residents even if their significant center of interest
is not in Mexico. However, any determination of residence should take into
account the particular situation or each person or legal entity.
In general, for U.S. federal income tax purposes, holders of ADSs
will be treated as the beneficial owners of the series B shares represented by
those ADSs.
Taxation of Dividends
Mexican Tax Considerations
Under Mexican Income Tax Law provisions, dividends paid to non-Mexican
holders with respect to our series B shares or ADSs are not subject to any
Mexican withholding tax.
U.S. Federal Income Tax Considerations
The gross amount of any distributions paid with respect to the
series B shares or ADSs, to the extent paid out of our current or accumulated
earnings and profits, as determined for U.S. federal income tax purposes,
generally will be includible in the gross income of a U.S. holder as ordinary
income on the date on which the distributions are received by the depositary and
will not be eligible for the dividends received deduction allowed to certain
corporations under the U.S. Internal Revenue Code of 1986, as amended. To the
extent that a distribution exceeds our current and accumulated earnings and
profits, it will be treated as a non-taxable return of basis to the extent
thereof, and thereafter as capital gain from the sale of series B shares or
ADSs. Distributions, which will be made in pesos, will be includible in the
income of a U.S. holder in a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date they are received by the depositary whether
or not they are converted into U.S. dollars. If such distributions are converted
into U.S. dollars on the date of receipt, a U.S. holder generally should not be
required to recognize foreign currency gain or loss in respect of the
distributions.
Subject to certain exceptions for short-term and hedged positions,
the U.S. dollar amount of dividends received by an individual U.S. holder prior
to January 1, 2009 with respect to the ADSs will be subject to taxation at a
maximum rate of 15% if the dividends are "qualified dividends." Dividends paid
on the ADSs will be treated as qualified dividends if (i) the ADSs are readily
tradable on an established securities market in the United States and (ii) the
issuer was not, in the year prior to the year in which the dividend was paid,
and is not, in the years in which the dividend is paid, (a) a passive foreign
investment company ("PFIC"), or (b) for dividends paid prior to the 2005 tax
year, a foreign personal holding company ("FPHC") or foreign investment company
("FIC"). The ADSs are listed on the New York Stock Exchange, and will qualify as
readily tradable on an established securities market in the United States so
long as they are so listed. Based on our audited financial statements and
relevant market and shareholder data, we believe that we were not treated as a
PFIC, FPHC or FIC for U.S. federal income tax purposes with respect to our 2004
taxable year. In addition, based on our audited financial statements and our
current expectations regarding the value and nature of our assets, the sources
and nature of our income, and relevant market and shareholder data, we do not
anticipate becoming a PFIC for our 2005 taxable year.
Based on existing guidance, it is not entirely clear whether
dividends received with respect to the Series B Shares will be treated as
qualified dividends, because the Series B Shares are not themselves listed on a
U.S exchange. In addition, the U.S. Treasury has announced its intention to
promulgate rules pursuant to which holders of ADSs or common stock and
intermediaries through whom such securities are held will be permitted to rely
on certifications from issuers to establish that dividends are treated as
qualified dividends. Because such procedures have not yet been issued, it is not
clear whether we will be able to comply with them. Holders of ADSs and common
shares should consult their own tax advisors regarding the availability of the
reduced dividend tax rate in the light of their own particular circumstances.
Taxation of Dispositions of Shares or ADSs
Mexican Tax Considerations
Gain on the sale or other disposition of ADSs by a non-Mexican holder
will not be subject to any Mexican tax. Deposits and withdrawals of our series B
shares in exchange for ADSs will not give rise to Mexican tax or transfer
duties.
Gain on the sale of our series B shares by a non-Mexican holder will
not be subject to any Mexican tax if the transaction is carried out through the
Mexican Stock Exchange or other securities markets approved by the Mexican
Ministry of Finance, and provided certain requirements set forth by the Mexican
Income Tax Law are complied with. Sales or other dispositions of series B shares
made in other circumstances generally would be subject to Mexican tax, except to
the extent that a holder is eligible for benefits under an income tax treaty to
which Mexico is a party. Under the Tax Treaty, a holder that is eligible to
claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains
realized on a sale or other disposition of the series B shares in a transaction
that is not carried out through the Mexican Stock Exchange or such other
approved securities markets, so long as the holder did not own, directly or
indirectly, 25% or more of our capital stock (including ADSs) within the
12-month period preceding such sale or other disposition.
For non-Mexican holders that do not meet the requirements referred to
above, gross income realized on the sale of the series B shares will be subject
to a 5% Mexican withholding tax if the transaction is carried out through the
Mexican Stock Exchange. Alternatively, a non-Mexican holder can choose to be
subject to a 20% withholding rate on the net gain obtained, as calculated
pursuant to Mexican Income Tax Law provisions.
U.S. Tax Considerations
Upon the sale or other disposition of the series B shares or ADSs, a
U.S. holder generally will recognize capital gain or loss in an amount equal to
the difference between the amount realized on the sale or other disposition and
such U.S. holder's tax basis in the series B shares or ADSs. Gain or loss
recognized by a U.S. holder on such sale or other disposition generally will be
long-term capital gain or loss if, at the time of the sale or other disposition,
the series B shares or ADSs have been held for more than one year. Long-term
capital gain recognized by a U.S. holder that is an individual is subject to
lower rates of federal income taxation than ordinary income or short-term
capital gain. The deduction of a capital loss is subject to limitations for U.S.
federal income tax purposes. Deposits and withdrawals of series B shares by U.S.
holders in exchange for ADSs will not result in the realization of gain or loss
for U.S. federal income tax purposes.
Gain, if any, realized by a U.S. holder on the sale or other
disposition of the series B shares or ADSs generally will be treated as U.S.
source income for U.S. foreign tax credit purposes. Consequently, if a Mexican
withholding tax is imposed on the sale or disposition of the series B shares, a
U.S. holder that does not receive significant foreign source income from other
sources may not be able to derive effective U.S. foreign tax credit benefits in
respect of these Mexican taxes. U.S. holders should consult their own tax
advisors regarding the application of the foreign tax credit rules to their
investment in, and disposition of, series B shares.
Other Mexican Taxes
There are no Mexican inheritance, gift, succession or value added taxes
applicable to the ownership, transfer or disposition of the series B shares or
ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the
series B shares or ADSs may in certain circumstances cause a Mexican federal tax
to be imposed upon the recipient. There are no Mexican stamp, issue,
registration or similar taxes or duties payable by non-Mexican holders of the
series B shares or ADSs.
U.S. Backup Withholding Tax and Information Reporting Requirements
In general, information reporting requirements will apply to payments
by a paying agent within the United States to a non-corporate (or other
non-exempt) U.S. holder of dividends in respect of the series B shares or ADSs
or the proceeds received on the sale or other disposition of the series B shares
or ADSs, and a backup withholding tax may apply to such amounts if the U.S.
holder fails to provide an accurate taxpayer identification number to the paying
agent. Amounts withheld as backup withholding tax will be creditable against the
U.S. holder's U.S. federal income tax liability, provided that the required
information is furnished to the U.S. Internal Revenue Service.
DOCUMENTS ON DISPLAY
The materials included in this annual report on Form 20-F, and exhibits
hereto, may be viewed at the U.S. Securities and Exchange Commission's public
reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330
for further information on the public reference rooms. The Securities and
Exchange Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports and information statements and other
information regarding us. The reports and information statements and other
information about us can also be downloaded from the Securities and Exchange
Commission's website.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
We are principally exposed to market risks from fluctuations in foreign currency
exchange rates.
Foreign Currency Exchange Rate Risk
Our principal exchange rate risk involves changes in the value of the
peso relative to the dollar. Historically, a significant portion of the revenues
generated by our airports (principally derived from passenger charges for
international passengers) has been denominated in or linked to the U.S. dollar,
although such revenues are collected in pesos based on the average exchange rate
for the prior month. In 2002, 2003 and 2004, approximately 37.4%, 39.7% and
42.0%, respectively, of our consolidated revenues were derived from passenger
charges for international passengers. Substantially all of our other revenues
are denominated in pesos. We estimate that substantially all of our consolidated
costs and expenses are denominated in pesos (other than the salaries of our
executive officers and the technical assistance fee, to the extent paid based on
the fixed minimum annual payment). Based upon a 10% weakening of the peso
compared to the U.S. dollar as of December 31, 2004, we estimate that our
revenues would have increased by Ps. 12.5 million.
As of December 31, 2002, 2003 and 2004, 2.8%, 5.9% and 4.8%,
respectively, of our cash and marketable securities were denominated in dollars.
Based upon a 10% weakening of the peso compared to the U.S. dollar as of
December 31, 2004, we estimate that the value of our cash and marketable
securities would have increased by Ps. 4.9 million.
We did not have any foreign currency indebtedness at December 31, 2002,
2003 and 2004. In the event that we incur foreign currency denominated
indebtedness in the future, decreases in the value of the peso relative to the
dollar will increase the cost in pesos of servicing such indebtedness.
At December 31, 2002, 2003 and 2004, we did not have any outstanding
forward foreign exchange contracts.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
We carried out an evaluation under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2004. 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 the disclosure
controls and procedures, as of December 31, 2004, were effective to provide
reasonable assurance that information required to be disclosed in the reports we
file and submit under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported as and when required.
There has been no change in our internal control over financial
reporting during 2004 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Item 16. Reserved
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that George J. Vojta qualifies as
an "audit committee financial expert" within the meaning of this Item 16A.
Item 16B. Code of Ethics
We have adopted a code of ethics, as defined in Item 16B of Form 20-F
under the Securities Exchange Act of 1934, as amended. Our code of ethics
applies to our chief executive officer, chief financial officer, chief
accounting officer and persons performing similar functions as well as to our
other officers and employees. Our code of ethics is filed as an exhibit to this
Form 20-F and is available on our website at www.asur.com.mx. If we amend the
provisions of our code of ethics that apply to our chief executive officer,
chief financial officer, chief accounting officer and persons performing similar
functions, or if we grant any waiver of such provisions, we will disclose such
amendment or waiver on our website at the same address.
Item 16C. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table sets forth the fees billed to us by our independent
auditors, PricewaterhouseCoopers, during the fiscal years ended December 31,
2003 and 2004:
Year ended December 31,
-----------------------------
2003 2004
------------- -------------
(thousands of pesos)
Audit fees.................................. 3,366 4,052
Audit-related fees.......................... -- --
Tax fees.................................... 631 215
Other fees.................................. -- --
------------- -------------
Total fees........................... 3,997 4,267
Audit fees in the above table are the aggregate fees billed by
PricewaterhouseCoopers in connection with the audit of our annual financial
statements and the review of our interim financial statements.
Tax fees in the above table are fees billed by PricewaterhouseCoopers
for tax compliance, tax advice and tax planning services.
Our independent auditors did not provide audit-related or other
services in 2003 or 2004.
Audit Committee Pre-Approval Policies and Procedures
Our audit committee has not established pre-approval policies and
procedures for the engagement of our independent auditors for services. Our
audit committee expressly approves on a case-by-case basis any engagement of our
independent auditors for audit and non-audit services provided to our
subsidiaries or to us.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
The table below sets forth, for the periods indicated, the total number
of shares purchased by us or on our behalf, or by an affiliated purchaser or on
behalf of an affiliated purchaser, the average price paid per share, the total
number of shares purchased as a part of a publicly announced repurchase plan or
program, and the maximum number (or approximate dollar value) of shares that may
yet be purchased under our plans and programs.
(a) Total (b) Average (c) Total number of shares
number of price paid purchased as part of (d) Maximum number of shares
shares per share in publicly announced plans or that may yet be purchased under
2004 purchased Pesos programs the plans or programs
---------- --------------- ----------------------------- --------------------------------
January 1-31 -- -- -- --
February 1-28 -- -- -- --
March 1-31 -- -- -- --
April 1-30 -- -- -- --
May 1-31 -- -- -- --
June 1-30 -- -- -- --
July 1-31 -- -- -- --
August 1-31 -- -- -- --
September 1-30 -- -- -- --
October 1-31 -- -- -- --
November 1-30 -- -- -- --
December 1-31 -- -- -- --
--------------------------------------------------------------------------------------------
Total -- -- -- --
--------------------------------------------------------------------------------------------
On April 28, 2005, our stockholders approved the allocation of 54%, or Ps. 328.8
million, of the Company's net profits for the fiscal year ended December 31,
2004 to the share repurchase reserve account. The stockholders approved the
allocation of Ps. 152.0 million, or 55% of net profits, to the share repurchase
reserve in 2004.
PART III
Item 18. Financial Statements
See pages F-1 through F-42, incorporated herein by reference. The
following is an index to the financial statements:
Consolidated Financial Statements for Grupo Aeroportuario del Sureste, S.A.
de C.V. and Subsidiaries Page
Report of Independent Registered Public Accounting Firm................ F-1
Consolidated Balance Sheets as of December 31, 2003 and 2004........... F-3
Consolidated Statements of Income for the Years Ended
December 31, 2002, 2003 and 2004................................... F-4
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 2002, 2003 and 2004........ F-5
Consolidated Statements of Changes in Financial Position
for the Years Ended December 31, 2002, 2003 and 2004............... F-6
Notes to Consolidated Financial Statements............................. F-7
Item 19. Exhibits
Documents filed as exhibits to this annual report:
Exhibit No. Description
----------- -----------
1.1 Amended and Restated Bylaws (Estatutos Sociales) of the Company,
together with an English translation (incorporated by reference to
our Form 20-F filed on June 16, 2004).
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).
4.1 Amended and Restated Cancun Airport Concession Agreement and
annexes thereto, together with an English translation and a
schedule highlighting the differences between this concession and
the Company's other concessions (incorporated by reference to our
registration statement on Form F-1 (File No. 333-12486) filed on
September 7, 2000).
4.2 Participation Agreement among the Company, the Mexican Federal
Government through the Ministry of Communications and
Transportation, Nacional Financiera, S.N.C. ("NAFIN"), Servicios
Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun,
S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de
Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V.,
Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A.
de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de
Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V.,
Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen
Airports A/S, Cintra Concesiones de Infraestructuras de
Transporte, S.A., Groupe GTM, S.A., Inversiones y Tecnicas
Aeroportuarias, S.A. de C.V. ("ITA"), Banco Nacional de Comercio
Exterior, S.N.C. ("Bancomext"), and Aeropuertos y Servicios
Auxiliares ("ASA"), together with an English translation
(incorporated by reference to our registration statement on Form
F-1 (File No. 333-12486) filed on September 7, 2000).
4.3 Amendment to the Participation Agreement, the Shareholders
Agreement and the Technical Assistance Agreement among the Mexican
Federal Government through the Ministry of Communications and
Transportation, NAFIN, Bancomext, the Company, Servicios
Aeroportuario del Sureste, S.A. de C.V., Aeropuerto de Cancun,
S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de
Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V.,
Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A.
de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de
Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de
C.V.; ITA, Triturados Basalticos y Derivados, S.A. de C.V.,
Copenhagen Airports A/S, Cintra Concesiones de Infraestructura de
Transporte, S.A. de C.V. and Groupe GTM, S.A. (incorporated by
reference to our registration statement on Form F-1 (File No.
333-12486) filed on September 7, 2000).
4.4 Technical Assistance and Transfer of Technology Agreement among
the Company, Servicios Aeroportuarios del Sureste, S.A. de C.V.,
Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de
C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida,
S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto
de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V.,
Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa,
S.A. de C.V., Triturados Basalticos y Derivados, S.A. de C.V.,
Copenhagen Airports A/S, 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).
4.5 Stock Option Agreement between the Registrant 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 Shareholders' Agreement among the Company, NAFIN, ITA, Bancomext,
and the Mexican Federal Government through the Ministry of
Communications and Transportation, 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).
4.7 Indemnity Agreement between the Company and the Mexican Federal
Government through the Ministry of Communications and
Transportation, dated September 28, 2000, together with an English
translation (incorporated by reference to Exhibit 4.7 to our Form
20-F dated June 28, 2001).
8.1 List of subsidiaries of the Company (incorporated by reference to
our registration statement on Form F-1 (File No. 333-12486) filed
on September 7, 2000).
11.1 Code of Ethics (incorporated by reference to our Form 20-F filed
on June 16, 2004).
12.1 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
12.2 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
13.1 Certifications of Chief Financial Officer and Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 registration statement on its behalf.
Grupo Aeroportuario del Sureste, S.A. de C.V.
By: /s/ ADOLFO CASTRO RIVAS
-----------------------------------------
Name: Adolfo Castro Rivas
Title: Chief Financial Officer
Dated: June 22, 2005
GRUPO AEROPORTUARIO DEL SURESTE,
--------------------------------
S. A. DE C. V. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED AUDITED FINANCIAL STATEMENTS
-----------------------------------------
DECEMBER 31, 2002, 2003 AND 2004
--------------------------------
GRUPO AEROPORTUARIO DEL SURESTE,
--------------------------------
S. A. DE C. V. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED AUDITED FINANCIAL STATEMENTS
-----------------------------------------
DECEMBER 31, 2002, 2003 AND 2004
--------------------------------
INDEX
Contents Page
-------- ----
Report of Independent Registered Public Accounting Firm F - 1 and 2
Financial statements:
Consolidated balance sheets F - 3
Consolidated statements of income F - 4
Consolidated statements of changes in stockholders' equity F - 5
Consolidated statements of changes in financial position F - 6
Notes to the consolidated financial statements F - 7 - 42
Report of Independent Registered Public Accounting Firm
To the Stockholders of
Grupo Aeroportuario del Sureste, S. A. de C.V. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Grupo
Aeroportuario del Sureste, S. A. de C.V. and Subsidiaries as of December 31,
2003 and 2004, and the related consolidated statements of income, of changes in
stockholders' equity and of changes in the financial position for each of the
three years in the periods ended December 31, 2002, 2003 and 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
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 consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Grupo Aeroportuario
del Sureste , S. A. de C.V. and Subsidiaries as of December 31, 2003 and 2004,
and the results of their operations and their changes in stockholders' equity
and their changes in their financial position for each of the three years in the
periods ended December 31, 2002, 2003 and 2004, in conformity with accounting
principles generally accepted in Mexico.
F-1
Accounting principles generally accepted in Mexico vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in Note 15 to the consolidated financial statements.
PricewaterhouseCoopers S.C.
Alfonso Infante Lozoya
Mexico City
February 14, 2005
F-2
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2003 AND 2004
(Expressed in thousands of Mexican Pesos in purchasing
power as of December 31, 2004)
2003 2004
---- ----
ASSETS
Current assets:
Cash and marketable securities Ps. 747,241 Ps. 1,163,317
Trade receivables, net 179,339 212,296
Recoverable taxes and other current assets 148,235 59,464
-------------- ---------------
Total current assets 1,074,815 1,435,077
Machinery, furniture and equipment, net of
accumulated depreciation of Ps.189,307
and Ps.260,489, respectively 1,226,744 1,551,889
Airport concessions, net of accumulated amortization of
Ps.1,158,525 and Ps.1,389,904, respectively 8,082,688 7,851,309
Rights to use airport facilities, net of accumulated
amortization of,Ps. 449,561 and Ps. 521,253,
respectively 2,219,988 2,148,296
Direct commercial operations rights, net of
accumulated amortization of Ps.9,667 67,959
-------------- ---------------
Total assets Ps. 12,604,235 Ps. 13,054,530
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable Ps. 10,721 Ps. 11,000
Accrued expenses and other payables 153,307 180,728
-------------- ---------------
Total current liabilities 164,028 191,728
Seniority premiums 640 489
Deferred income tax and employees' statutory profit
sharing 503,091 536,007
-------------- ---------------
Total liabilities 667,759 728,224
-------------- ---------------
Commitments and contingencies
Stockholders' equity:
Capital stock 11,472,638 11,472,638
Legal reserve 54,353 68,880
Reserve for repurchase of stock 159,919
Retained earnings 409,485 624,869
-------------- ---------------
Total stockholders' equity 11,936,476 12,326,306
-------------- ---------------
Total liabilities and stockholders' equity Ps. 12,604,235 Ps. 13,054,530
============== ===============
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND 2004
(Expressed in thousands of Mexican Pesos in purchasing power as of
December 31, 2004, except per share amounts)
For the years
ended December 31,
---------------------------------------------------
2002 2003 2004
---- ---- ----
REVENUES:
Aeronautical services Ps. 1,095,247 Ps. 1,215,423 Ps.1,481,254
Non-aeronautical services 261,645 327,339 494,722
------------- ------------- ------------
Total revenues 1,356,892 1,542,762 1,975,976
------------- ------------- ------------
OPERATING EXPENSES:
Cost of services 376,160 388,924 467,345
Technical assistance 40,933 48,519 66,956
Concession fee 67,805 77,110 98,762
General and administrative expenses 117,016 127,292 105,756
Depreciation and amortization 366,511 373,033 399,547
------------- ------------- ------------
Total operating expenses 968,425 1,014,878 1,138,366
------------- ------------- ------------
Operating income 388,467 527,884 837,610
------------- ------------- ------------
COMPREHENSIVE FINANCING RESULT:
Interest income, Net 51,179 56,052 45,446
Exchange gains (losses), Net 13,076 5,942 (6,954)
Loss from monetary position (34,539) (36,524) (67,198)
------------- ------------- ------------
Net comprehensive financing income (cost) 29,716 25,470 (28,706)
------------- ------------- ------------
Income before taxes,employees' statutory profit
sharing and extraordinary items 418,183 553,354 808,904
Provisions for:
Asset tax (34,481) (47,540) (23,698)
Deferred income tax and employees' statutory
profit sharing (133,642) (196,435) (160,500)
------------- ------------- ------------
Income before extraordinary items 250,060 309,379 624,706
Restructure and contract termination fees, net of
deferred income taxes of Ps.1,629, Ps.8,831
and Ps.4,245 respectively. (5,260) (17,144) (17,714)
Loss on natural disaster (3,866) (1,706)
------------- ------------- ------------
Net income Ps. 240,934 Ps. 290,529 Ps. 606,992
============= ============= ============
Earnings per share Ps. .76 Ps. .97 Ps. 2.02
============= ============= ============
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED ON DECEMBER 31, 2002, 2003 AND 2004
(Expressed in thousands of Mexican Pesos in purchasing
power as of December 31, 2004)
Reserve for Total
Capital Legal repurchase Retained stockholders'
stock reserve of stock earnings equity
----- ------- -------- -------- ------
Balance at December 31, 2001 Ps. 11,472,638 Ps. 27,697 Ps. 49,779 Ps. 786,325 Ps.12,336,439
Transfer to legal reserve 14,610 (14,610)
Cancellation of reserve for
repurchase of stock (49,779) 49,779
Dividends paid (513,300) (513,300)
Income tax paid on dividends (283,140) (283,140)
Comprehensive income 240,934 240,934
------------- ---------- ---------- ----------- -------------
Balance at December 31, 2002 11,472,638 42,307 265,988 11,780,933
Transfer to legal reserve 12,046 (12,046)
Recovered income tax paid on
dividends 113,596 113,596
Dividends paid (164,062) (164,062)
Income tax paid on dividends (84,520) (84,520)
Comprehensive income 290,529 290,529
------------- ---------- ---------- ----------- -------------
Balance at December 31, 2003 11,472,638 54,353 409,485 11,936,476
Transfer to legal reserve 14,527 (14,527)
Transfer to reserve for repurchase
of stock 159,919 (159,919)
Recovered income tax paid
on dividends 24,125 24,125
Dividends paid (176,721) (176,721)
Income tax paid on dividends (64,566) (64,566)
Comprehensive income 606,992 606,992
------------- ---------- ---------- ----------- -------------
Balance at December 31, 2004 Ps.11,472,638 Ps. 68,880 Ps.159,919 Ps. 624,869 Ps.12,326,306
============= ========== ========== =========== =============
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND 2004
(Expressed in thousands of Mexican Pesos in purchasing
power as of December 31, 2003)
For the years
ended December 31,
------------------------------------------------------
2002 2003 2004
---- ---- ----
Operating activities:
Net income before extraordinary items Ps. 250,060 Ps. 309,379 Ps. 624,706
Adjustments to reconcile net income to
resources provided by (used in)
operating activities:
Depreciation and amortization 366,511 373,033 399,547
Deferred income tax and employees'
statutory profit sharing 133,642 196,435 132,633
Changes in operating assets and liabilities:
Trade receivables (32,252) 2,456 (32,957)
Recoverable taxes and other current assets 3,685 (82,932) 88,771
Recoverable asset tax (136,029) (106,318) (121,861)
Trade accounts payable, accrued expenses
and other payables 37,318 17,456 49,693
----------- ----------- -------------
Resources provided by operating activities
before extraordinary items 622,935 709,509 1,140,532
Restructure and contract termination fees (5,260) (17,144) (17,714)
Loss on natural disaster (3,866) (1,706)
----------- ----------- -------------
Resources provided by operating activities 613,809 690,659 1,122,818
----------- ----------- -------------
Financing activities:
Dividends paid (513,300) (164,062) (176,721)
Tax on dividends paid (283,140) (84,520) (64,566)
Recovered income tax paid on dividends 113,596 24,125
----------- ----------- -------------
Resources used in financing activities (796,440) (134,986) (217,162)
----------- ----------- -------------
Investing activities:
Direct commercial operations rights - - (77,626)
Purchase of machinery, furniture and equipment (289,919) (351,830) (411,954)
----------- ----------- -------------
Resources used in investing activities (289,919) (351,830) (489,580)
------------ ------------ --------------
(Decrease) increase in cash and marketable
securities (472,550) 203,843 416,076
Cash and marketable securities, beginning
of period 1,015,948 543,398 747,241
----------- ----------- -------------
Cash and marketable securities, end of
period Ps. 543,398 Ps. 747,241 Ps. 1,163,317
=========== =========== =============
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Expressed in thousands of Mexican Pesos in purchasing power
as of December 31, 2004, except per share and share amounts)
1. Formation and Description of Business
Grupo Aeroportuario del Sureste, S. A. de C. V. ("ASUR"), a Mexican company, was
incorporated in April 1998, as a wholly-owned entity of the Mexican government
to operate, maintain and develop nine airports in the Southeast region of
Mexico. The nine airports are located in the following cities: Cancun, Cozumel,
Merida, Huatulco, Oaxaca, Veracruz, Villahermosa, Tapachula and Minatitlan. ASUR
and its subsidiaries are collectively referred to as the "Company".
The Company was formed as part of the Mexican government's plans to open the
Mexican airport system to investment under a two-stage program. Under guidelines
issued by the Ministry of Communications and Transportation, 35 of Mexico's 58
principal public airports were selected for the program and divided into four
groups: the Southeast group (consisting of the Company's nine airports), the
Mexico City group (currently consisting of one airport), the Pacific group
(consisting of 12 airports) and the Central-North group (consisting of 13
airports). In the first stage of the program, an investor for each airport group
would be selected through a series of public bidding processes. The investor
would be awarded an equity interest in the airport group and the right and
obligation to enter into several agreements, including an agreement to provide
certain technical assistance, on terms established during the public bidding
process. In the second stage of the program all or a portion of the remaining
equity interest in each airport group would be offered for sale to the public.
In June 1998, the Ministry of Communications and Transportation granted to
Subsidiaries of ASUR the concessions to operate, maintain and develop the nine
airports of the Southeast group for a period of 50 years commencing on November
1, 1998, for Ps. 11,393,063 (December 31, 2004 constant pesos), excluding value
added tax. The concession period may be extended by the parties under certain
circumstances. The acquisition cost of the airport concessions was paid through
the issuance of capital stock of ASUR (see Note 7). The cost of the airport
concessions was determined by the Mexican government with reference to the price
paid by Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. ("ITA") for its
investment in ASUR (see below). Beginning November 1, 1998, the Company is also
required to pay the Mexican government annual concession fees currently equal to
5% of each concession holder's gross annual revenues from the use of public
domain assets pursuant to the terms of its concessions. Payments against the
concession fees are made every two months.
F-7
Notwithstanding the Company's rights to operate, maintain and develop the nine
airports, pursuant to the Mexican General Law of National Assets, all the
permanent fixed assets in the airports are owned by the Mexican nation. Upon
expiration of the Company's concessions, these assets, including any
improvements made during the term of the concessions, automatically revert to
the Mexican nation.
In December 1998 and in March 1999, the Mexican government sold an aggregate 15%
equity interest in ASUR to ITA, pursuant to a public bidding process. ITA paid
the Mexican government an aggregate of Ps.1,165,076 (nominal), excluding
interest, in exchange for: (i) 45,000,000 Class I Series BB shares (see Note 7)
representing 15% of ASUR's capital stock; (ii) options to purchase newly issued
shares representing 2%, 2% and 1% of total shares outstanding at the time of
exercise, each determined on a fully diluted basis, from the Company; and (iii)
the right and obligation to enter into several agreements, including a technical
assistance agreement, under terms established during the bidding process. At
December 31, 2003, ITA was a consortium comprised of Copenhagen Airports A/S
(25.5%), Grupo Vinci, S. A. (24.5%), Ferrovial Aeropuertos, S. L. (24.5%), and
Nacional Financiera, S. N. C. (25.5%). In April 2004, Copenhagen Airports A/S
increased its equity by 11% upon acquiring that percentage of stock ownership of
Ferrovial Aeropuertos, S. A. Moreover, Mr. Fernando Chico Pardo became a
stockholder of ITA, upon acquiring 24.5% previously held by Vinci Airports, S.
A., and 13.5% of the 24.5% that was previously held by Ferrovial Aeropuertos, S.
A. After these changes, ITA was comprised of Copenhagen Airports A/S (36.5%),
Fernando Chico Pardo (38%), and Nacional Financiera, S. N. C. (25.5%). Series BB
shares held by ITA grant ITA certain rights including the right to name two
members of the boards of directors of the Company, and veto rights with respect
to certain corporate shares. The technical assistance contract grants ITA
certain rights including the right to name and remove the chief executive
officer, and half the members of the Company's executive management.
On October 3, 2000, the Mexican government sold 18,539,350 Series "B" shares and
20,319,978 American Depositary Shares, each of which represents ten Series "B"
shares, of the Company's common stock to public investors. Subsequent to this
sale, the Mexican government's direct interest in the ASUR was approximately
11.1%. ASUR's Series "B" shares and American Depositary Shares are traded on the
Mexican Stock Exchange and the New York Stock Exchange, respectively.
During 2004, the shares of ITA held by Nacional Financiera, S. N. C. were put on
sale through a bidding process. Mr. Fernando Pardo Chico exercised the
preemptive right that he had over those shares by paying 2% above the highest
price received during the bidding process. At the February 7, 2005, general
stockholders' meeting, the Shareholders approved the share sale.
F-8
2. Summary of significant accounting policies
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in Mexico ("Mexican GAAP") as
promulgated by the Mexican Institute of Public Accountants ("MIPA").
The principal accounting policies followed by the Company are as follows:
a) Basis of presentation
All significant intercompany balances and transactions have been eliminated. The
consolidated Subsidiaries of the Company are:
Subsidiary Ownership interest
---------- ------------------
Aeropuerto de Cancun, S. A. de C. V. 99.99%
Aeropuerto de Cozumel, S. A. de C. V. 99.99%
Aeropuerto de Merida, S. A. de C. V. 99.99%
Aeropuerto de Huatulco, S. A. de C. V. 99.99%
Aeropuerto de Oaxaca, S. A. de C. V. 99.99%
Aeropuerto de Veracruz, S. A. de C. V. 99.99%
Aeropuerto de Villahermosa, S. A. de C. V. 99.99%
Aeropuerto de Tapachula, S. A. de C. V. 99.99%
Aeropuerto de Minatitlan, S. A. de C. V. 99.99%
Servicios Aeroportuarios del Sureste, S. A. de C. V. 99.99%
======
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
b) Recognition of the effects of inflation
The consolidated financial statements have been prepared in accordance with
Bulletin B-10, "Recognition of the Effects of Inflation on Financial
Information" ("Bulletin B-10") issued by the MIPA, and determined as follows:
o The consolidated statements of income and changes in stockholders' equity
were restated applying Mexican National Consumer Price Index ("Mexican
CPI") factors from the periods in which the transactions occurred. The
consolidated financial statements of the Company for the years ended
December 31, 2003 and 2004, have been restated for comparability purposes
to December 31, 2004 purchasing power, by applying the restatement factors
of 1.0398 and 1.0519, respectively.
o The consolidated statements of changes in financial position present, in
constant pesos, the resources provided by or used in operating, financing
and investing activities.
F-9
The methodology for the restatement of the individual financial statement items
is as follows:
Restatement of non-monetary assets:
Machinery, furniture and equipment, net are recorded at acquisition cost,
restated using Mexican CPI factors from the date the asset was purchased to the
date of the financial statements. Depreciation expense is based on the restated
carrying value of the assets.
The rights to use the airport facilities, net and the airport concessions, net
were recorded based on the allocation of the purchase cost of the airport
concessions and the acquisition cost of the rights of Cancun Air, Dicas and
Aeropremier to the assets and liabilities acquired (see Notes 2(f), 5, and 6)
and are restated using Mexican CPI factors. Amortization expense is computed on
the restated carrying values of the rights to use the airport facilities and the
airport concessions.
Restatement of stockholders' equity:
The restatement of the Company's capital stock, contributed capital, legal
reserve, reserve for the repurchase of stock and retained earnings is determined
by applying Mexican CPI factors from the dates on which capital was contributed
and earnings were generated and reflects the amounts necessary to maintain the
stockholders' investment at the purchasing power of the original amounts.
Loss from monetary position:
Loss from monetary position represents the inflationary effect, measured by the
Mexican CPI, on the monetary assets and liabilities.
c) Cash and marketable securities
Cash and marketable securities includes cash, temporary investments and
marketable securities. As of December 31, 2003 and 2004, cash and marketable
securities consisted primarily of money market accounts and short-term Mexican
government bonds.
d) Restricted cash in trust funds
The trust funds will be available after meeting the terms set forth in the trust
agreements.
e) Machinery, furniture and equipment, net
Depreciation of machinery, furniture and equipment is based upon the restated
carrying value of the assets and is recognized using the straight-line method
over the estimated useful lives of the assets. The useful lives of the Company's
machinery, furniture and equipment is as follows:
Years
-----
Improvements to concessioned assets 50 and 10
Machinery and equipment 10
Office furniture and equipment 10
Computer equipment 3
Automotive equipment 4
Other various
F-10
When assets are retired or otherwise disposed of, the restated cost and
accumulated depreciation are removed from the accounts and any gain or loss is
recorded in results of operations.
f) Rights to use airport facilities, environmental liabilities and airport
concessions
Rights to use airport facilities and airport concessions include the acquisition
of the nine airport concessions and the rights acquired from Cancun Air, Dicas
and Aeropremier. Although the Company has, through its concessions, the rights
to operate, maintain and develop the nine airports, all the permanent fixed
assets in the airports are owned by the Mexican nation. Upon termination of the
Company's concessions, these assets, including any improvements made during the
term of the concessions automatically revert to the Mexican nation.
The acquisition cost of the nine airport concessions of Ps.11,393,063 (December
31, 2004 constant pesos) was allocated to the rights to use the airport
facilities (Ps.2,609,418) and to certain environmental liabilities assumed
(Ps.13,919) with the excess acquisition cost recorded as airport concessions
(Ps.8,797,564). The amounts allocated to the rights to use the airport
facilities were based on the depreciated replacement cost of the assets as
determined by an independent appraiser. The amounts allocated to the
environmental liabilities assumed are based on management's best estimate of the
actual costs to be incurred and reflect the terms of an agreement with the
environmental authorities (see note 13).
The acquisition cost of the rights acquired from Cancun Air, Dicas and
Aeropremier of Ps.503,780 was allocated to the rights to use the airport
facilities (Ps.60,131) with the excess acquisition cost recorded as airport
concessions (Ps.443,649). The amounts allocated to the rights to use the airport
facilities were based on the depreciated replacement cost of the assets as
determined by an independent appraiser.
The rights to use the airport facilities are being amortized on a straight-line
basis over the estimated remaining useful lives of the underlying assets. The
amounts allocated to the airport concessions are being amortized on a
straight-line basis over the life of the concessions and the rights acquired.
g) Review of the book value of long - lived assets
The Company estimates the recoverable value of the rights to use airport
facilities, airport concessions and improvements to concessioned assets to be
the estimated discounted future net cash flows from the nine airport concessions
in the aggregate. If the carrying value of the assets exceeds the recoverable
value an impairment loss is recognized. At December 31, 2003 and 2004, the
recoverable value exceeds the net book value.
The procedure and criterion used by the Company are in line with the provisions
of Bulletin C-15, "Impairment in the Value of Long-lived Assets and Their
Disposal", issued by the Accounting Principles Commission of the Mexican
Institute of Public Accountants, which went into effect on January 1, 2004,
although early application was recommended.
F-11
h) Seniority premiums
Seniority premiums to which employees are entitled after 15 years of service are
recorded as cost in the years in which the services are rendered, as required by
Bulletin D-3, "Labor Obligations", issued by the MIPA.
i) Revenue recognition
Revenues are obtained from aeronautical services, which generally relate to the
use of airport infrastructure by air carriers and passengers, and from
non-aeronautical services.
Aeronautical services revenues consist of a passenger charge for each departing
passenger (excluding diplomats, infants, and transfer and transit passengers), a
landing charge based on the average between aircraft's maximum takeoff weight
and the zero-fuel weight and hour of arrival, aircraft parking charges based on
the time an aircraft is on the ground and hour of arrival, passenger walkway
charges for the connection of aircraft to the terminal, based on hour of
arrival, and airport security charges for each departing passenger. Aeronautical
services revenue is recognized as passengers depart, at the time of landings and
as services are provided, as the case may be.
Non-aeronautical services revenues consist primarily of the leasing of space in
the airport terminals, access fees received from third parties providing
handling, catering and other services at the airports and miscellaneous other
revenues.
Terminal space is leased through operating leases with either fixed monthly
rental fees or fees based on the greater of a minimum monthly fee, a specified
percentage of the lessee's monthly revenues or the number of departing
passengers. Access fees and other services revenues are recognized as services
are provided.
Under the Airport Law and its regulations, the Company's revenues are classified
as Airport Services, Complementary Services or Commercial Services. Airport
Services consist primarily of the use of runways, taxiways and aprons for
landings and departures, aircraft parking, the use of passenger walkways,
security services, hangars, automobile parking facilities as well as the general
use of terminal space and other infrastructure by aircraft, passengers and
cargo, including the lease of space essential for the operation of airlines and
complementary service providers. Complementary Services consist primarily of
ramp and handling services, catering, maintenance and repair and related
activities that provide support to air carriers. Revenues from access fees
charged to third parties providing complementary services are classified as
Airport Services. Commercial Services consist of services that are not
considered essential to the operation of an
F-12
airport, such as the lease of space to retailers, restaurants and banks. The
following table presents the Company's revenues for the years ended December 31,
2002, 2003 and 2004, using the classifications established under the Airport Law
and its regulations (see below for discussion of revenue regulation):
Year ended
December 31,
-------------------------------------------------------
2002 2003 2004
---- ---- ----
Regulated services:
Airport services Ps. 1,168,918 Ps. 1,296,505 Ps. 1,556,585
--------------- --------------- ---------------
Non-regulated services:
Airport services:
Access fees from non-permanent
ground transportation 2,461 5,402 7,846
Car parking lots and related access fees 16,657 21,436 25,734
Other access fees 1,912 1,853 3,139
Commercial services 159,887 211,114 369,403
Other services 7,057 6,452 13,269
--------------- --------------- ---------------
Total non-regulated services 187,974 246,257 419,391
--------------- --------------- ---------------
Ps. 1,356,892 Ps. 1,542,762 Ps. 1,975,976
=============== =============== ===============
The maximum rate is determined by the Ministry of Communications and
Transportation based on projections of work load units, operating expenses and
pre-tax earnings from services subject to price regulation, capital
expenditures, reference amounts established in the concessions and a discount
rate to be determined by the Ministry of Communications and Transportation. The
projections are to be derived from each airport's approved five year Master
Development Plan. Once each airport's maximum rates are determined, they may
only be changed every six months or earlier if there has been a cumulative
increase of at least 5% in the Mexican producer price index (excluding
petroleum) or if a special adjustment event has occurred. In determining the
maximum rates for 1999 through 2003, the Ministry of Communications and
Transportation set the rates to include a 1% efficiency factor reduction (in
real terms) each year.
At December 31, 2003, in accordance with the Airport Law and the Regulations,
the Ministry of Communications and Transportation issued the maximum rates at
each airport from 2004 to 2008, considering a 0.75% efficiency factor reduction
(in real terms each year).
To avoid exceeding the maximum rate established at an airport for any given
year, the Company may issue rebates or discounts to custumers as price
adjustments. These price adjustments constitute a reduction of the selling
prices (i.e. the amounts originally billed to the custumers for
F-13
services rendered), and, therefore, are characterized as a reduction of the
related revenues recognized during the year. All discounts and rebates are
issued and recorded in the same year as the service is provided.
The Company received an official communication from the Ministry of
Communications and Transportation indicating compliance with the maximum rates
at each airport for periods from 1999 through 2003 and expects to receive an
official communication indicating compliance with the maximum rates at each
airport for the year ended December 31, 2004.
j) Transactions in foreign currency and exchange rate differences
Monetary assets and liabilities denominated in foreign currencies are translated
into Mexican pesos at the exchange rates in effect as of the balance sheet
dates. Currency exchange fluctuations are included in income for the period and
reflected in comprehensive financing cost.
k) Deferred income tax, employees' statutory profit sharing and tax on
dividends
Deferred income tax is recorded using the full-scope method of assets and
liabilities, which consist of determining deferred income tax by applying the
corresponding tax rate to the differences between the book and tax values of
assets and liabilities at the date of the financial statements.
Deferred employees' statutory profit sharing is calculated based on nonrecurring
temporary differences between the book profit and the profit subject to
employees'statutory profit sharing.
Deferred income tax and employees' statutory profit sharing assets are reduced,
if necessary, by the amount of any tax benefits for which evidence does not
indicate that there is a high probability of future taxable income to realize
the assets.
Tax on dividends is recorded against retained earnings in accordance with
Circular 35 issued by the MIPA. Any recovered tax on dividends previously paid
is also recorded in retained earnings.
l) Comprehensive income
Comprehensive income is represented by the net income plus items required by
specific accounting standards to be reflected in stockholders' equity but which
do not constitute capital contributions, reductions or distributions. It is
restated on the basis of Mexican CPI factors.
m) Earnings per share
Basic earnings per share were computed by dividing income available to
stockholders by the weighted-average number of shares outstanding (see note 7).
Weighted-average shares outstanding for calculating diluted earnings per share
reflects the potential dilution that could occur if dilutive securities and
other contracts to issue common stock were exercised or
F-14
converted into shares, using the treasury stock method. Under the treasury stock
method, proceeds received from the assumed exercise of the stock options would
be used to repurchase the Company's shares at the average market price during
the period.
The weighted average shares outstanding for calculating both basic and diluted
earnings per share was 300 million shares for the years ended December 31, 2002,
2003 and 2004. Options to purchase newly issued shares representing 5%, 3% and
3% of total shares outstanding, at the time of exercise, each determined on a
fully diluted basis, were outstanding during the years ended December 31, 2002,
2003 and 2004 but were not included in the computation of diluted earnings per
share because the assumed exercise would be antidilutive.
n) Concentrations
Trade receivables consist primarily of receivables from major domestic and
international airlines. Approximately 50% and 62% of trade receivables as of
December 31, 2003 and 2004, respectively, were receivable from air carriers and
other entities controlled by Cintra S. A. de C. V. ("Cintra") including
Mexicana, Aeromexico, Aerocaribe, Aerocozumel and Aerolitoral. A majority of
Cintra's capital stock is owned by the Institute for the Protection of Bank
Savings, a decentralized entity within the Mexican federal public
administration, and by the Mexican government.
Approximately 27%, 23% and 19% of total revenues for the years ended December
31, 2002, 2003 and 2004, respectively, were generated from services provided to
the air carriers and other entities controlled by Cintra. In addition, a
significant portion of revenues is generated from services provided to a small
number of customers.
Further, approximately 70%, 74% and 77% of revenues during the years ended
December 31, 2002, 2003 and 2004, respectively, were generated from operations
at the Cancun International Airport.
o) Recently issued accounting standards
The following accounting standards, which issued by the Mexican Institute of
Public Accountants (IMCP), went into effect on January 1, 2005. Management
considers that the adoption of these standards will not have a significant
effect on its financial position or results of operations.
a) Bulletin B-7, "Acquisitions of Businesses", went into effect on January 1,
2005, which establish, among other things, the purchase method as the only
method of accounting for the acquisition of a business, changes to the
accounting treatment of goodwill, eliminating the amortization of goodwill
as from the date on which that Bulletin went into effect and making it
subject instead to annual impairment tests. The statement also provides
specific rules for the acquisition of minority interests and the transfer
of assets or the exchange of shares between entities under common control.
F-15
b) The amendments to Bulletin C-2, "Financial Instruments", went into effect
on January 1, 2005. Its provisions require that the effects of valuing
available for sale investments be recorded in stockholders equity and not
in income for the year, and include rules for determining the effects of
impairment of financial instruments.
c) Bulletin C-10 "Derivative Financial Instruments and Coverage Operations",
went into effect on January 2005. This Bulletin, besides detailing
recording, valuation and disclosure criteria applicable to all derivative
financial instruments, requires that the effectiveness of hedges of cash
flows and of net investment in subsidiaries located abroad be evaluated and
that the effective portion of the gains or losses on hedging instruments be
recognized within comprehensive income.
d) The amendments to Bulletin D-3, Labor Obligations, went into effect on
January 1, 2005. These amendments provide additional valuation and
disclosure rules for recognizing severance indemnities due to causes other
than restructuring.
3. Trade receivables, net
As of December 31, 2003 and 2004, trade receivables, net consist of the
following:
December 31,
---------------------
2003 2004
---- ----
Trade receivables Ps. 185,374 Ps. 218,033
Less: allowance for doubtful accounts (6,035) (5,737)
-------------- -------------
Net Ps. 179,339 Ps. 212,296
============== =============
The following table presents the roll forward of the allowance for doubtful
accounts for the years ended December 31, 2002, 2003 and 2004:
December 31,
--------------------------------------
2002 2003 2004
---- ---- ----
Balance at the beginning of the period (Ps. 6,930) (Ps. 6,469) (Ps. 6,035)
Write-offs 86 187
Effects of inflation 375 247 298
---------- ---------- -----------
Balance at the end of the period (Ps. 6,469) (Ps. 6,035) (Ps. 5,737)
========== ========== ===========
4. Machinery, furniture and equipment
As of December 31, 2003 and 2004, machinery, furniture and equipment, net
consists of the following:
F-16
December 31,
-------------------------
2003 2004
---- ----
Machinery and equipment Ps. 66,973 Ps. 64,960
Office furniture and equipment 51,448 58,529
Automotive equipment 94,897 94,448
Improvements to concessioned assets (a) 1,092,523 1,310,478
Others 1,211 4,146
--------------- ---------------
Total 1,307,052 1,532,561
Less: accumulated depreciation (189,307) (260,489)
--------------- ---------------
1,117,745 1,272,072
Construction in progress 103,260 258,682
Advances to contractors 5,739 21,135
--------------- ---------------
Net Ps. 1,226,744 Ps. 1,551,889
=============== ===============
Depreciation expense for the years ended December 31, 2002, 2003 and 2004 was
Ps.45,249, Ps.63,752 and Ps.86,809, respectively.
(a) Improvements to concessioned assets as of December 31, 2003 and 2004, were
comprised of the following:
December 31,
-------------------------
2003 2004
---- ----
Buildings Ps. 459,992 Ps. 550,407
Air side 301,201 401,617
IT equipment 85,201 91,016
Land side 82,746 92,426
Technical installations 12,930 17,775
Machinery and equipment 23,831 25,456
Security equipment 114,990 117,891
Others 11,632 13,890
--------------- ----------------
Total Ps. 1,092,523 Ps. 1,310,478
=============== ================
5. Airport concessions
As stated in note 1, in June 1998, the Ministry of Communications and
Transportation granted to the Company the concessions to operate, maintain and
develop nine airports in the Southeast region of Mexico for Ps.11,393,063
(December 31, 2004 constant pesos). The total cost of the airport concessions,
at the acquisition date, were allocated to the rights to use the airport
facilities based
F-17
on the assets' depreciated replacement cost, as determined by an independent
appraiser, and to certain environmental liabilities assumed based on
management's best estimate of the actual costs to be incurred, with the excess
acquisition cost allocated to the airport concessions as follows:
Remaining
estimated
useful life
-----------
(years)
Acquisition cost Ps. 11,393,063
================
allocated to:
Rights to use airport facilities:
Runways, taxiways, aprons Ps. 1,418,475 41-43
Buildings 458,807 18-44
Other infrastructure 118,379 25
Land 613,757 44
----------------
2,609,418
Environmental liabilities (13,919)
Airport concessions 8,797,564 44
---------------- ==
Total Ps. 11,393,063
================
Total amortization expense for the years ended December 31, 2002, 2003 and 2004,
was Ps.264,318, Ps.252,337 , and Ps.246,127, respectively.
Each of the Company's airport concessions contain the following basic terms and
conditions:
o The concession holder has the right to administer, operate, maintain and
use the airport facilities and undertake the construction, improvement or
maintenance of the facilities in accordance with its Master Development
Plan. The concession holder was required to submit, for approval, its
Master Development Plan to the Ministry of Communications and
Transportation by September 30, 1999, and is required to update the plan
every five years. Each concession requires the Company to make minimum
levels of investments at each airport through 2008 (see note 13).
o The concession holder may only use the airport facilities for the purposes
specified in the concession and must provide services in accordance with
all applicable law and regulations and is subject to statutory oversight by
the Ministry of Communications and Transportation .
o The concession holder must pay a concession fee (currently 5% of each
concession holder's gross annual revenues from the use of public domain
assets pursuant to the terms of its concessions) as required by applicable
law.
F-18
o The concession holder assumes the rights and obligations of the Mexican
Airport and Auxiliary Services Agency under contracts with third parties
relating to its airport. Each concession holder agreed to indemnify the
Mexican Airport and Auxiliary Services Agency for any loss that may be
suffered by the Mexican Airport and Auxiliary Services Agency due to the
concession holders' breach of its obligations under an assigned agreement.
o Fuel services and supply are to be provided by the Mexican Airport and
Auxiliary Services Agency.
o 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.
o 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 of the Airport Law or for the
reasons specified in Article 26 of the Airport Law and in the concession.
Violations of certain terms of a concession can result in the immediate
termination of a concession. Violations of other terms of a concession can
result in the termination only if the relevant term has been violated at
least three times. The terms of the concessions provide that all of the
concessions may be revoked if any one of the nine concessions is revoked.
o The terms and conditions of the regulations governing the operations of the
Company may be modified by the Ministry of Communications and
Transportation.
6. Other rights acquired
Effective June 30, 1999, the Company acquired the rights of Cancun Air and Dicas
to provide certain services at Cancun International Airport, the rights of
Aeropremier to provide certain services at Merida International Airport and
certain related machinery, furniture and equipment for cash and promissory notes
of approximately US$39.6 million.
Previously, the Mexican Airport and Auxiliary Services Agency granted Cancun Air
the right to construct, operate, maintain and develop the charter air terminal
and certain auxiliary facilities at Cancun International Airport through
December 19, 2006, for which Cancun Air was required to pay the Mexican Airport
and Auxiliary Services Agency fees equal to 12% of the charter air terminal's
passenger charges through December 31, 2001 and 13% of Cancun Air's total
revenues from the charter air terminal and certain auxiliary facilities from
January 1, 2002 through December 19, 2006.
The Mexican Airport and Auxiliary Services Agency also granted Dicas the right
to construct, maintain and collect the revenues from the commercial activities
and passenger walkway charges generated by the satellite wing of the main
terminal building at the Cancun International Airport
F-19
through 2010. Under the terms of the agreement, Dicas would pay the Mexican
Airport and Auxiliary Services Agency a percentage of its passenger walkway fees
and a percentage of its profits in excess of a specified rate of return.
In December 1991, the Mexican Airport and Auxiliary Services Agency granted
Aeropremier the right to construct and operate a general aviation terminal, a
first class lounge, a tourism office and other commercial areas at Merida
International Airport.
In accordance with the terms of the concessions for Cancun International Airport
and Merida International Airport, on November 1, 1998, the Company assumed the
rights and obligations of the Mexican Airport and Auxiliary Services Agency
under the above agreements.
Effective with the acquisition of the rights of Cancun Air, Dicas and
Aeropremier, the Company assumed the rights and obligations of Cancun Air, Dicas
and Aeropremier under their agreements with third parties.
The acquisition cost of the rights has been allocated to the rights to use the
underlying facilities based on the assets' depreciated replacement cost, as
determined by an independent appraiser, with the excess allocated to airport
concessions as follows:
Remaining
estimated
useful lives
------------
(years)
Acquisition cost Ps. 503,780
=============
allocated to:
Rights to use:
Buildings Ps. 52,541 21-44
Other infrastructure 7,590 6-11
-------------
60,131
Airport concessions 443,649 1.5-5
------------- =====
Total Ps. 503,780
=============
Amortization of the rights to use the underlying facilities is recorded on a
straight-line basis over the estimated remaining useful lives of the assets.
Amortization of amounts allocated to airport concessions is recorded over the
term of the rights acquired. Amortization expense for the years ended December
31, 2002, 2003 and 2004 was Ps.56,944, Ps.56,944 and Ps.56,944, respectively.
Through an agreement in March 2004, the Company terminated some lease agreements
early at the Aeropuerto de Cancun, S. A. de C. V., with one of its operators of
restaurants and convenience stores. The price of this transaction amounted to
seven million US dollars, and is being amortized by using the straight-line
method over the remaining lives of the original lease agreements signed by the
parties.
F-20
7. Stockholders' equity
At December 31, 2004, the minimum fixed capital with no withdrawal rights is
$7,767,276 (nominal figure), represented by 300,000,000 ordinary nominative
Class I shares with no par value, fully subscribed and paid in. The variable
portion of the capital stock is represented by ordinary nominative Class II
shares. Both classes of shares are of the type determined by the Stockholders at
the meeting called to approve the issuance.
As of December 31, 2003 and 2004, capital stock was restated as follows:
Nominal Restated
value Restatement value
----- ----------- -----
Capital stock:
Fixed Ps. 7,767,276 Ps. 3,705,362 Ps. 11,472,638
=============== =============== ===============
ASUR and each of its Subsidiaries are legally required to allocate at least 5%
of their unconsolidated annual net income to a legal equity reserve fund. This
allocation must be continued until the equity reserve is equal to 20% of the
issued and outstanding capital stock of the relevant company. Mexican
corporations may pay dividends only out of earnings after such allocation to the
reserve fund. As of December 31, 2003 and 2004, the consolidated reserve fund
balance was Ps.54,353 and Ps.68,880, respectively.
At the December 25, 2002 general stockholders' meeting, the shareholders agreed
to reverse the repurchase of shares reserve amounting to Ps.49,779, against
retained earnings.
At the April 29, 2004 general stockholders' meeting, the shareholders agreed to
establish a reserve for the repurchase of shares amounting to Ps.159,919
(Ps.152,028 nominal), against retained earnings.
Stock Options
In connection with the sale of the 15% equity interest in the Company to ITA,
the Company issued to ITA options to purchase newly issued Series "B" shares
representing 2%, 2% and 1% of total shares outstanding at the time of each
exercise, determined on a fully diluted basis, from the Company during three
exercise periods provided that ITA has complied with its obligations under the
technical assistance agreement and the stock ownership restrictions set forth in
ASUR's bylaws.
F-21
The exercise periods and the percentage of equity that can be acquired are as
shown as follow:
Percentage of then outstanding
capital stock each determined
Exercise periods on a fully diluted basis
---------------- ------------------------
December 18, 2001 to December 18, 2003 (1) 2%
December 18, 2002 to December 18, 2004 (1) 2%
December 18, 2003 to December 18, 2005 1%
==
(1) ITA did not exercise the options in that period, nor did it assign that
right to its shareholders.
The exercise price of the options will equal US$2.64559301 on a split adjusted
basis per share, plus a premium of 5% per annum, starting from the grant date
(December 18, 1998). If for any reason the number of shares representing the
capital stock are modified without an increase or decrease to the capital stock,
as in the case of a stock split, the exercise price will be modified
proportionally. In addition the exercise price will be adjusted for any cash
dividends paid.
ITA is entitled to exercise all the options immediately if: i) any other
stockholder or group of related stockholders acquires at least 35% of ASUR's
capital stock; ii) a merger is approved which dilutes the holdings of ASUR's
stockholders by more than 35%, or iii) the price per share of ASUR's Series "B"
shares is at least US$5.29118603 on a split adjusted basis.
ITA is authorized to transfer or assign its options to any of its stockholders
or their related companies prior to the start of the first exercise period.
After the first exercise period, ITA or any holder of the options is entitled to
transfer its options to any party that is entitled to be a stockholder of a
concession holder under the Airport Law.
Dividends
At the April 25, 2002 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps.513,300 (Ps.444,000
(nominal)), or Ps.1.48 (nominal) per share, thus giving rise to an income tax on
dividends of Ps.283,140 (Ps.244,907 (nominal)), since they were not from the
After-tax Earnings Account (see note 10).
At the April 28, 2003 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps.164,062 (Ps.150,000
(nominal)), or Ps.0.50 (nominal) per share), thus giving rise to an income tax
on dividends of Ps.84,520 (Ps.77,275 (nominal)), since they were not from the
After-tax Earnings Account (see note 10).
F-22
At the April 29, 2004 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps.176,721 (Ps.168,000
(nominal)), or Ps.0.50 (nominal) per share), thus giving rise to an income tax
on dividends of Ps.64,566 (Ps.61,380 (nominal)), since they were not from the
After-tax Earnings Account (see note 10).
During 2002, the Company requested an injunction against Article 11 of the
Income Tax Law, which requires that dividends be grossed up in the event the
dividends are not paid from the After-tax Earnings Account. On August 29, 2003,
the Company was granted a favorable ruling and obtained the right to recover
Ps.113,596 (net of fees and expenses) which could be applied against current and
future tax obligations. During 2004, the Company recovered $24,125. Those
amounts were credited against retained earnings. During 2003 and 2004, the
Company utilized Ps.59,257 and Ps.79,481 (nominal) against its tax obligations,
respectively.
Dividend will be tax free if paid out of the CUFIN (Net Taxable Income Account).
Dividends paid in excess of the CUFIN balance will be subject to a tax
equivalent to 42.85%, 40.84% and 38.91% if paid during fiscal 2005, 2006 and
2007, respectively. Tax due will be payable by the Company. It may be credited
against Income Tax of the year or the Income Tax of the two immediately
following fiscal years. Dividends paid will not be subject to any withholding
tax.
In case of a capital reduction, any excess of stockholders' equity over paid-in
capital accounts balances will be given the same tax treatment as a dividend, in
accordance with the procedures provided for in the Income Tax Law.
Substantially all consolidated profits of the Company were generated by its
Subsidiaries. Retained earnings can be distributed to the Stockholders of Asur
to the extent that its Subsidiaries have distributed profits to ASUR.
8. Rentals under operating leases
The Company leases commercial space inside and outside the terminals to third
parties under operating leases. The following is a schedule by years of minimum
future rentals on noncancelable operating leases as of December 31, 2004
including minimum secured commercial lease agreements per passenger:
Period ending December 31:
2005 Ps. 345,466
2006 393,240
2007 429,867
2008 467,754
2009 497,914
Thereafter 2,330,327
---------------
Total Ps. 4,464,568
===============
F-23
9. Foreign currency balances and transactions
The foreign currency position of monetary items at December 31, 2003 and 2004,
were as follows:
Foreign currency Period end
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
December 31, 2003 Assets:
Cash and marketable securities US$ 3,713 Ps.11.237 Ps. 41,723
Prepaids 457 11.237 5,135
Deposits 44 11.237 494
=========== =========== ============
Liabilities:
Accrued expenses
and other payables US$ 495 11.237 5,562
=========== =========== ============
Foreign currency Period end
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
December 31, 2004 Assets:
Cash and marketable securities US$ 56,088 Ps.11.1495 Ps.625,388
Prepaids 571 11.1495 6,366
Deposits
Funds placed in trust: 1,000 11.1495 11,149
=========== =========== ===========
Liabilities:
Accrued expenses
and other payables US$ 1,892 11.1495 21.094
=========== =========== ===========
The principal foreign currency transactions during the year ended December 31,
2002, 2003 and 2004, were as follows:
Foreign currency Average
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
Year ended December 31, 2002
Income statement:
Technical assistance fees and
related costs US$ 3,234 Ps. 10.043 Ps. 32,479
Professional services expenses 487 9.762 4,754
Other 1,027 9.820 10,085
========== ========== ==========
Year ended December 31, 2003
Income statement:
Technical assistance fees and
related costs US$ 2,196 Ps.10.97 Ps.24,090
Professional services expenses 1,111 10.93 12,143
Other 1,240 10.53 13,057
=========== =========== ===========
F-24
Foreign currency Average
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
Year ended December 31, 2004
Income statement:
Technical assistance fees and
related costs US$ 2,322 Ps. 11.59 Ps.26,912
Professional services expenses 664 11.82 7,848
Other 1,199 11.65 13,968
=========== =========== ===========
The prevailing exchange rate between the Mexican Peso and the US dollar at
December 31, 2003 and 2004 was Ps.11.2372 and Ps.11.1495, per US dollar,
respectively. The exchange rate was Ps.11.1532 per US dollar on February 14,
2005.
10. Income tax, asset tax and employees' statutory profit sharing
The Company does not currently prepare a consolidated tax return.
Under current Mexican Income Tax Law, ASUR and its Subsidiaries must pay the
higher of the income tax or the asset tax. The asset tax is a minimum tax, which
is calculated as 1.8% of the average tax value of virtually all of the Company's
assets (including the airport concessions), less the average tax value of
certain liabilities (basically liabilities with Mexican residents excluding
those with financial institutions or their intermediaries). The average tax
value of each asset or liability is calculated differently depending on its
classification under the tax law. The Company's subsidiaries are exempt from the
asset tax through 2001, since they commenced operations in 1998. In 2002, 2003
and 2004, the Company incurred Ps.177,294, Ps.153,858 and Ps.173,426,
respectively in asset taxes of which Ps.34,481, Ps.47,540 and Ps.51,565,
respectively were directly charged to income for the year, since there was no
certainty of its recoverability in the future. The asset taxes balance (after
adjustments for recoverability) is estimated to be recovered in the following
ten years, when income tax incurred exceeds asset tax in any of those years. The
asset tax is restated by applying factors derived from the NCPI.
Employees' statutory profit sharing in Mexico is determined for each Subsidiary,
rather than on a consolidated basis. Under Mexican law, the Company became
Subject to the Employees' statutory profit sharing beginning January 1, 2000.
The components of income tax and employees' statutory profit sharing expense for
the years ended December 31, 2002, 2003 and 2004 are as follows:
For the years
ended December 31,
--------------------------------
2002 2003 2004
---- ---- ----
Income tax-deferred Ps. 129,607 Ps. 196,435 Ps. 160,500
Employees' statutory profit sharing 2,406
------------- ------------- -------------
Provision for income tax
and employees' statutory
profit sharing Ps. 133,642 Ps. 196,435 Ps. 160,500
============= ============= =============
F-25
The following items represent the principal differences between income tax
computed at the statutory tax rate and the Company's provision for income taxes
for the years ended December 31, 2002, 2003 and 2004:
For the
years ended
December 31,
---------------------------------
2002 2003 2004
---- ---- ----
Tax at statutory rate (35%) (34%) (33%)
Non-deductible items and other
permanent differences (2%) 1% 6%
Increase in valuation allowance, net (7%) (3%) (3%)
Change in income tax rate 12% 1% 14%
-------- -------- --------
Provision for income taxes (32%) (35%) (16%)
===== ===== =====
As a result of the amendments enacted to the Income Tax Law enacted on November
13, 2004, the Income Tax rate will be 30%, 29% and 28% in 2005, 2006 and 2007,
respectively. Accordingly, the effect of these reductions of the Income Tax rate
was considered in the valuation of deferred income tax, thereby reducing the
related liability at December 31, 2004 in the amount of $113,824, and increasing
net income by the same amount.
The tax and employee's statutory profit sharing effects of temporary differences
that give rise to significant deferred tax and employee's statutory profit
sharing assets and liabilities at December 31, 2003 and 2004, are as follows:
December 31,
----------------------------------
2003 2004
---- ----
Deferred income tax
Deferred tax assets:
Tax loss carryforwards Ps. 460,759 Ps. 415,464
Other 14,412 17,812
Valuation allowance (56,030) (77,289)
--------------- -------------
419,141 355,987
Deferred tax liabilities:
Airport concessions, rights to use
airport facilities and machinery furniture
and equipment (1,121,702) (1,197,025)
Other (3,436) (21,681)
--------------- ------------
(1,125,138) (1,218,706)
--------------- ------------
Net deferred tax liabilities before recoverable asset tax (705,997) (862,719)
Recoverable asset tax, net of valuation allowance
of Ps.82,020 and Ps.133,585, respectively 242,347 364,208
--------------- -------------
Net deferred tax liabilities Ps 463,650) (Ps 498,511)
=============== =============
F-26
December 31,
------------------------------------
2003 2004
---- ----
Deferred employees' statutory profit sharing:
Net deferred employees' statutory profit sharing
liabilities recognized in respect of all the non
recurring temporary differences generated during
the period, between the tax and the book basis (Ps. 39,441) (Ps. 37,496)
--------------- -------------
Net deferred income tax and employees'
statutory profit sharing liabilities (Ps. 503,091) (Ps. 536,007)
=============== =============
Based on the weight of available evidence as of December 31, 2003 and 2004,
valuation allowances were recognized for the amount of the net deferred tax
assets as of December 31, 2003 and 2004, for which evidence does not indicate
that there is a high probability of future taxable income to realize the assets.
For tax purposes, the Company is currently amortizing the value of its airport
concessions at rates ranging from 6% to 10%. Tax losses (including those
generated from the tax amortization of the airport concessions) may be carried
forward until the expiration of the initial term of the concessions. As of
December 31, 2003 and 2004, the Company had tax loss carryforwards of
approximately Ps.1,439,872 and Ps.1,483,798, respectively.
11. Technical assistance agreement
In connection with the sale of the Series "BB" shares to ITA, ASUR entered into
a technical assistance agreement with ITA in which ITA and its Stockholders
agreed to provide management and consulting services and transfer industry
expertise and technology to ASUR in exchange for a technical assistance fee. The
agreement has an initial fifteen-year term and is automatically renewed for
successive five-year terms, unless one party provides the other a notice of
termination within a specified period prior to a scheduled expiration date. The
Company may only exercise its termination right pursuant to a Stockholder's
resolution. ITA began providing assistance under the agreement on April 19,
1999.
Under the agreement, the Company agreed to pay an annual fee equal to the
greater of a fixed fee or 5% of the Company's earnings prior to deducting the
technical assistance fee and before comprehensive financing cost, income taxes
and depreciation and amortization, determined in accordance with Mexican GAAP.
For the years 1999, 2000, 2001, 2002 and 2003 and thereafter the fixed fee is
equal to US$5 million, US$5 million, US$3 million, US$3 million and US$2
million, respectively. Each year the fixed fee will be increased by the rate of
inflation in the US. ASUR must also pay the value-added tax on the payment
amount.
In the years ended on December 31, 2002, 2003 and 2004, technical assistance
expenses were Ps.40,933 Ps.48,519 and Ps.66,956, respectively.
ITA is also entitled to reimbursement for the out-of-pocket expenses it incurs
in its provision of services under the agreement.
F-27
ITA's Series "BB" shares were placed in a trust to, among other things, ensure
performance under the technical assistance agreement.
12. Related party transactions
In addition to the revenues earned from Cintra, the Company recorded revenues
from several Mexican federal and state government agencies. Revenues from
related parties excluding Cintra were Ps.2,973 , Ps.6,722 and Ps.11,871 for the
years ended December 31, 2002, 2003 and 2004, respectively.
During the years ended December 31, 2002, 2003 and 2004, the Company recorded
expenses of Ps.58,583 , Ps.57,090 and Ps.61,856, respectively, for electricity,
waste disposal, water and other services obtained from entities or agencies of
the Mexican federal government.
Also, see notes 2(n), 7 and 11 for disclosures concerning certain other
transactions with related parties.
13. Commitments and contingencies
Commitments:
a) In 2003, the Company entered into a 12 month operating lease for monthly
payments of US$26,385. In 2004, the Company entered into a new 11 month
operating lease for monthly payments of US$26,385.
Rental expense was approximately Ps.3,857, Ps.3,971 and Ps.3,356 for the
years ended December 31, 2002, 2003 and 2004, respectively.
b) On December 30, 2003, the Company received the Ministry of Communications
and Transportation approval for its Master Development Plan ("MDP") for each
of the nine airports for the period from 2004 through 2008. Based on the
MDPs presented, the Company has agreed to make total improvements of
$1,674,010 from 2004 through 2008, as follows:
Period Amount (1)
------ ----------
2004 Ps. 365,768
2005 666,762
2006 168,957
2007 280,147
2008 192,376
---------------
Total Ps. 1,674,010
===============
(1) Expressed in thousands of pesos in purchasing power as of December 31, 2004
applying Mexican National Construction Price Index factors according with
the MDP's terms.
F-28
Contingencies:
a) The operations of the Company are subject to Mexican federal and state laws
and regulations relating to the protection of the environment. Under these
laws, regulations have been issued concerning water and air pollution,
environmental impact studies, noise control and hazardous wastes. The
Ministry of the Environment, Natural Resources and Fishing can bring
administrative, civil and criminal proceedings against companies that
violate environmental laws and has the power to close non-complying
facilities.
b) Aeronautica Civil ("DGAC") filed a lawsuit against Aeropuerto de Cancun, S.
A. de C. V., for supposed failure to comply with the 2002 investment plan.
The Company addressed all inquiries by the Authorities in time and form and
submitted evidence supporting the fact that there has been no such failure
to comply with the plan. No resolution has been issued to date.
c) At present, there are two labor-law claims against the Company. The Company
is in the process of presentation of documentary evidence. Moreover, no
ruling has been handed down at the date of this report.
d) On April 28, 2004, through official communication 330-SAT-31-4-775, the
Administration of Large Income Taxpayers of Merida of the Ministry of
Finance and Public Credit partially rejected the admissibility of the
offsets carried out by the Company in fiscal 2003. In view of the ruling
handed down discussed above, the Company resorted to the judge, who granted
the writ of amparo (appeal for constitutional relief) against Article 11 of
the Income Tax law that binds companies to gross up dividends declared to
its Stockholders (see note 7), to declare the rejection of the Tax
Authorities of accepting the offset carried out. Through the order dated
July 2, 2004, the Second District Judge in administrative matters ordered
the Local Collection Administration of Large Income Taxpayers of Merida to
notify that Judicial Authority if it has permitted the Airports of Cancun
and Merida to carry out the offset, in conformity with paragraph eight of
Article 22 of the Federal Internal Code. To date no ruling has been handed
down thereon.
e) On June 30, 1999, the Company obtained the rights to operate the businesses
of Cancun Air, Dicas and Aeropremier through the early termination of their
agreements with the Company. Under Mexican tax law, the Company could be
interpreted to be the successor to these businesses and thus could be
jointly and severally liable for any tax contingencies relating to periods
prior to June 30, 1999, up to the value of these businesses and until five
years following the date the liability initially should have occurred. The
Company is not able to determine the likelihood of any potential tax
liability. The Company is entitled to indemnification from the prior
operators of these businesses in the event that the Company is held
responsible for any such tax liability.
F-29
f) Claims have been asserted against the Company by the municipalities of
Cozumel, Merida and Veracruz or the payment of property taxes in respect of
the land comprising the airports in those communities. Based on the opinion
of outside counsel, management believes that there is no legal basis for
these claims and the Company intends to take legal action to have the claims
dismissed.
g) On April 23, 2003, the Company was informed by the Ministry of Finance and
Public Credit of claims for the payment of employees' statutory profit
sharing for the years ended December 31, 1999 of approximately Ps.1.181
(nominal) to Employees of the Villahermosa Airport. Management believes that
there is no legal basis for these claims and the Company management filed an
appeal against said resolution, but no reply has been received yet.
Management does not believe that any liabilities relating to these claims are
likely to have a material adverse effect on the Company's consolidated financial
condition or results of operations.
14. Segment information
The Company evaluates and assesses its performance on an airport-by-airport
basis prior to the allocation of employee and other costs from Servicios
Aeroportuarios del Sureste, S.A. de C.V. ("Servicios"), the Company's
wholly-owned subsidiary which employs certain of the Company's employees. The
performance of Servicios is evaluated and assessed separately by management. All
of the airports provide substantially the same services to their customers.
Summarized financial information concerning the Company's reportable segments
including Cancun International Airport ("Cancun"), Cozumel Airport ("Cozumel"),
Merida International Airport ("Merida"), Villahermosa Airport ("Villahermosa")
and Servicios is shown in the following table. The financial information of the
remaining six airports and that of the parent holding company (including ASUR's
investment in its subsidiaries) have been aggregated and included as "Other".
The elimination of ASUR's investment in its subsidiaries is included in the
consolidation adjustments column.
Year ended
Consolidation
December 31, 2002 Cancun Cozumel Merida Villahermosa Servicios Other adjustments Total
----------------- ------ ------- ------ ------------ --------- ----- ----------- -----
Total revenues Ps.980,236 Ps.54,073 Ps.102,775 Ps.69,522 Ps.179,068 Ps.150,286 (Ps.179,068) Ps.1,356,892
Operating
income (loss) 417,028 (5,143) 8,964 7,535 4,048 135,103 (179,068) 388,467
Total assets 8,078,355 745,502 1,001,554 681,730 45,070 13,756,982 (11,968,075) 12,341,118
Capital
expenditures 152,385 50,734 22,892 8,137 2,181 53,590 289,919
Depreciation and
amortization 228,680 17,341 29,407 18,918 2,800 69,365 366,511
Year ended Consolidation
December 31, 2003 Cancun Cozumel Merida Villahermosa Servicios Other adjustments Total
----------------- ------ ------- ------ ------------ --------- ----- ----------- -----
Total revenues Ps.1,135,667 Ps.56,524 Ps.108,056 Ps.69,522 Ps.167,079 Ps.187,401 (Ps.181,487) Ps.1,542,762
Operating
income (loss) 528,899 (2,651) 11,200 17,021 1,554 (28,139) 527,884
Total assets 8,412,584 757,693 1,012,276 696,096 34,611 13,983,955 (12,292,867) 12,604,235
Capital expenditures 104,015 28,257 43,815 27,324 3,168 145,251 351,830
Depreciation and
amortization 235,337 18,699 31,253 19,335 1,960 66,449 373,033
F-30
Year ended
Consolidation
December 31, 2004 Cancun Cozumel Merida Villahermosa Servicios Other adjustments Total
----------------- ------ ------- ------ ------------ --------- ----- ----------- -----
Total revenues Ps.1,510,394 Ps.78,935 Ps.117,190 Ps.77,356 Ps.177,370 Ps.207,883 (Ps.193,152) Ps.1,975,976
Operating
income (loss) 796,465 14,437 14,333 19,832 9,511 176,184 (193,152) 837,610
Total assets 8,916,728 755,637 1,003,194 684,299 32,961 14,363,578 (12,701,867) 13,054,530
Capital expenditures 262,009 10,851 17,939 26,392 1,100 93,663 411,954
Depreciation and
amortization 254,716 20,378 34,616 20,510 2,087 67,240 399,547
The accounting policies of the reportable segments are the same as those
described in note 2.
15. Differences between Mexican GAAP and US GAAP
The Company's consolidated financial statements are prepared in accordance with
Mexican GAAP, which differ in certain significant respects from Generally
Accepted Accounting Principles in the United States of America ("US GAAP"). The
Mexican GAAP consolidated financial statements include the effects of inflation
as provided for under Bulletin B-10 and its amendments (see note 2), whereas
consolidated financial statements prepared in accordance with US GAAP are
presented on a historical cost basis. The reconciliation does not include the
reversal of adjustments to the financial statements for the effects of inflation
required under Mexican GAAP because the application of Bulletin B-10 represents
a comprehensive measure of the effects of price level changes in the
inflationary Mexican economy and, as such, is considered a more meaningful
presentation than historical cost-based financial reporting for both Mexican and
US accounting purposes.
The principal differences between Mexican GAAP and US GAAP and the effect on the
Company's net income and stockholders' equity are presented below with an
explanation of the adjustments:
For the year ended December 31,
-------------------------------------------------
2002 2003 2004
---- ---- ----
Reconciliation of net income:
Net income as reported under
Mexican GAAP Ps. 240,934 Ps. 290,529 Ps. 606,992
------------ ------------- -------------
US GAAP adjustments:
Amortization of airport concessions 175,974 175,974 175,974
Amortization of rights to use airport facilities 23,330 19,529 16,704
Contract termination fee on leasehold agreement (67,959)
Depreciation of machinery, furniture
and equipment 5,894 4,652
Deferred technical assistance fees (16,129) (4,931)
Deferred employees' statutory profit sharing (101,902) (99,330) (98,074)
Deferred income taxes, net of
inflation effects (423,234) (132,088) (344,730)
Tax on dividends, net (283,140) 36,216 (38,877)
Professional fees for recovered tax
on dividends (7,137) (1,565)
------------ ------------- -------------
Total US GAAP adjustments (619,207) (7,115) (358,527)
------------ ------------- -------------
Net (loss) income under US GAAP (Ps. 378,273) Ps. 283,414 Ps. 248,465
============ ============= =============
Basic and diluted earnings per share (Ps. 1.26) Ps. 0.94 Ps. 0.83
============= ============= ==============
F-31
As of December 31,
------------------
2003 2004
---- ----
Reconciliation of stockholders' equity:
Total stockholders' equity reported under
Mexican GAAP Ps. 11,936,476 Ps. 12,326,306
--------------- ---------------
US GAAP adjustments:
Airport concessions (7,888,697) (7,712,723)
Rights to use airport facilities (476,190) (459,486)
Contract termination fee on leasehold agreement (67,959)
Deferred employees' statutory profit
sharing 595,434 497,359
Deferred income taxes 2,496,606 2,151,876
--------------- ---------------
Total US GAAP adjustments (5,272,847) (5,590,933)
--------------- ---------------
Total stockholders' equity under US GAAP Ps. 6,663,629 Ps. 6,735,373
=============== ===============
A summary of the Company's statement of changes in stockholders' equity with
balances determined under US GAAP are as follows:
Balance at December 31, 2002 Ps. 6,544,277
Net loss 283,414
Dividends paid (164,062)
----------------
Balance at December 31, 2003 6,663,629
Net income 248,465
Dividends paid (176,721)
----------------
Balance at December 31, 2004 Ps. 6,735,373
================
The following tables present the condensed consolidated balance sheets and
statements of income of the Company, including all US GAAP adjustments, as of
December 31, 2003 and 2004, and for the years ended December 31, 2002, 2003 and
2004.
As of December 31,
------------------
2003 2004
---- ----
Assets
Current assets:
Cash and cash equivalents Ps. 456,030 Ps. 952,045
Other current assets 618,784 483,032
--------------- ---------------
Total current assets 1,074,814 1,435,077
--------------- ---------------
Machinery, furniture and equipment - net 1,226,744 1,551,890
Airport concessions - net 193,991 138,586
Rights to use airport facilities - net 1,743,798 1,688,810
Deferred employees' statutory profit
sharing 557,938 459,863
Deferred income taxes 2,027,967 1,652,621
--------------- ---------------
Total assets Ps. 6,825,252 Ps. 6,926,847
=============== ===============
F-32
As of December 31,
------------------
2003 2004
---- ----
Liabilities and Stockholders' Equity
Seniority premiums Ps. 640 Ps. 489
Other current liabilities 160,983 190,985
--------------- ---------------
Total liabilities 161,623 191,474
--------------- ---------------
Capital 6,264,882 6,264,882
Legal reserve 54,353 68,880
Reserve for repurchase of stock 159,919
Retained earnings 344,394 241,692
--------------- ---------------
Total stockholders' equity 6,663,629 6,735,373
--------------- ---------------
Total liabilities and stockholders' equity Ps. 6,825,252 Ps. 6,926,847
=============== ===============
For the years ended
December 31,
-------------------------------------------------
2002 2003 2004
Net revenues Ps. 1,356,892 Ps. 1,542,762 Ps. 1,975,976
-------------- ---------------- ---------------
Cost of services (491,222) (507,104) (566,930)
General and administrative
expenses (133,146) (132,222) (203,830)
Depreciation and amortization (161,314) (172,879) (197,202)
Other expenses (108,737) (125,628) (167,283)
-------------- ---------------- ---------------
Operating expenses (894,419) (937,833) (1,135,245)
-------------- ---------------- ---------------
Operating income 462,473 604,929 840,731
-------------- ---------------- ---------------
Net comprehensive financing income (cost) 29,716 7,729 (32,484)
Income tax expense (870,462) (329,244) (559,782)
-------------- ---------------- ---------------
Net (loss) income (Ps. 378,273) Ps. 283,414 Ps. 248,465
============== ================ ===============
Net comprehensive financing income (cost)
Net comprehensive financing income and other expenses for the years ended
December 31, 2003 and 2004 is reconciled to US GAAP as follows:
For the year ended December 31
------------------------------------------------
2002 2003 2004
Net comprehensive financing income (cost) per Mexican GAAP Ps. 29,716 Ps. 25,470 (Ps. 28,706)
Reclassification of monetary gain related to deferred income taxes (10,603) (3,778)
to the deferred income tax line item for US GAAP purposes (1)
--------- -------- ---------
Net comprehensive financing income (cost) per U.S. GAAP Ps.29,716 Ps.7,729 (Ps.32,484)
========= ======== =========
F-33
Represents the reclassification of the purchasing power gain resulting from the
beginning of the year monetary deferred tax liability balance which, under the
Mexican Bulletin D-4 "Accounting for Deferred Income Taxes", is included in the
"Net comprehensive financing (cost) income" line item whereas for US GAAP
purposes, it is considered a component of the deferred tax provision line item.
(See explanation of the adjustment under "Deferred income taxes" below).
Cash and marketable securities
Under Mexican GAAP, temporary investments and marketable securities, expected to
be held less than one year, are considered to be cash equivalents.
Under US GAAP, temporary investments and marketable securities with original
maturities greater than 90 days are considered to be short-term investments and,
accordingly, are shown separately from cash in the balance sheet and cash flow
statement.
Airport concessions, rights to use airport facilities and environmental
liabilities
Under Mexican GAAP, the acquisition cost of the nine airport concessions was
allocated to the rights to use the airport facilities and to the environmental
liabilities assumed, with the remainder allocated to airport concessions. The
amount allocated to the rights to use the airport facilities was based on the
results of an independent appraisal. The fair values of the environmental
liabilities assumed are based on management's best estimate of the actual costs
to be incurred and reflect the terms of a new agreement with the environmental
Authorities.
The rights to use the airport facilities, environmental liabilities and the
airport concessions were transferred between entities under common control.
Under US GAAP, the rights to use the airport facilities and the environmental
liabilities were recorded equal to their historical book value (Ps.1,799,939 and
Ps.23,470, respectively, at November 1, 1998) and no value was assigned to the
airport concessions from the predecessor.
Machinery, furniture and equipment
Under Mexican GAAP, the value assigned to the machinery, furniture and equipment
acquired from the Mexican government was equal to the purchase cost. The
purchase cost was fully paid through the issuance of shares in the Company.
Under US GAAP, the value assigned to the machinery, furniture and equipment was
equal to the historical cost of the assets as recorded by the predecessor. At
December 31, 2003, the difference in value was fully depreciated.
Deferred technical assistance fee
Under Mexican GAAP, the fair value of stock based compensation is not recognized
in the financial statements.
F-34
Under US GAAP, Statement of Financial Accounting Standards ("SFAS") No. 123
"Accounting for Stock-Based Compensation" ("SFAS 123") requires that all
transactions with non-Employees in which goods or services are received for the
issuance of equity instruments must be accounted for based on the fair value of
the consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.
As disclosed in note 7, ASUR granted ITA stock options to acquire additional
shares in ASUR provided that ITA has complied with its obligations under the
technical assistance agreement. Under US GAAP, the fair value of the options is
recognized as deferred technical assistance fee with a corresponding increase to
stockholders' equity. The deferred technical assistance fee is recognized as
additional compensation expense beginning from the date of grant through the
dates the options become exercisable. The estimated fair value of the options
was Ps.110,680 at the date of grant. The fair value was based on an independent
appraisal and determined using the Black-Scholes model.
The stock options break down as follows:
Amortization
Date of grant Fair value at the date of grant Exercise period period Annual amortization
(In thousands of
(Historic Dollar Pesos of December (In thousands of Pesos
amounts) 31, 2004) of December 31, 2004)
12/18/1998 2,730,000 39,545 12/18/2001-12/18/2003 3 years 13,182
12/18/1998 3,150,000 45,630 12/18/2002-12/18/2004 4 years 11,408
12/18/1998 1,761,000 25,505 12/18/2003-12/18/2005 5 years 5,101
======
---------------------------------------
Total 7,641,000 110,680
---------------------------------------
During the years ended December 31, 2002, 2003 and 2004, the Company recognized,
additional compensation expense of Ps.16,129, Ps.4,931 and Ps.0, respectively,
which is presented as General and administrative expense in the condensed
consolidated statements of income. These amounts were computed as follows:
In 2002: 13,182*0 + 11,408*353/365 + 5,101 = 16,129
In 2003: 13,182*0 + 11,408*0 + 5,101*353/365 = 4,931
Where, Ps.13,182, Ps. 11,408 and Ps. 5,101 correspond to the annual amortization
of each option tranch and 353/365 represents the fraction of a year equivalent
to the period from January 1 to December 18. (see table above)
As of December 31, 2004 no options have been exercised.
F-35
Deferred income taxes
Accounting for income taxes in accordance with Bulletin D-4 is similar to
accounting for income taxes in accordance with US GAAP, SFAS No. 109 ("SFAS
109"), "Accounting for Income Taxes" as they relate to the Company.
Bulletin D-4 requires that the change in net deferred income taxes during the
period resulting from inflation on monetary deferred tax assets and liabilities
be recorded against the gain or loss on monetary position. For US GAAP purposes,
the Company applied the guidance in EITF 93-9, "Application of FASB Statement
No. 109 in Foreign Financial Statements Restated for General Price-Level
Changes" and consequently, the deferred tax expense is calculated comparing
beginning and ending deferred tax balances on a constant currency basis (i.e.
December 31, 2004 constant pesos). The monetary gain related to deferred income
taxes for the years ended December 31, 2003 and 2004 amounted to Ps. 10,603 and
Ps.3,778, respectively.
The deferred tax adjustments required to reconcile stockholders' equity and net
income under Mexican GAAP to US GAAP as of and for the years ended December 31,
2002, 2003 and 2004, result from the differences in accounting for the airport
concessions, the rights to use airport facilities, the machinery, furniture and
equipment, the contract termination fee on leasehold agreements and the
difference in presenting the effects of inflation.
The components of income tax expense, prepared after considering the impact of
US GAAP adjustments, for the years ended December 31, 2002, 2003 and 2004 are as
follows:
For the years ended
December 31,
------------------------------------------------
2002 2003 2004
---- ---- ----
Asset tax (Ps. 34,481) (Ps. 47,540) (Ps. 23,698)
Tax on dividends, net (283,140) 36,216 (38,877)
Deferred income tax (552,841) (317,920) (497,207)
------------ ------------- --------------
Income tax expense (Ps. 870,462) (Ps. 329,244) (Ps. 559,782)
============= ============= ==============
For the year ended December 31, 2004 as a result of the tax rate reduction, the
Company reduced its deferred tax asset by Ps.191,022 with a corresponding charge
to income.
F-36
The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities, prepared after considering the impact of US GAAP
adjustments, at December 31, 2003 and 2004 are as follows:
December 31,
------------
2003 2004
---- ----
Deferred tax assets:
Airport concessions, rights to
use airport facilities and machinery
furniture and equipment Ps. 1,551,030 Ps. 1,086,504
Tax loss carryforwards 460,759 415,464
Recoverable asset tax 324,368 497,794
Recoverable tax on dividends 84,520 124,961
Other 14,412 17,812
Valuation allowance (403,684) (487,261)
--------------- ---------------
2,031,405 1,655,274
Deferred tax liabilities (3,438) (2,653)
--------------- ---------------
Net deferred income tax assets Ps. 2,027,967 Ps. 1,652,621
=============== ===============
Based on cumulative tax losses in recent years, valuation allowances were
recognized as of December 31, 2003 and 2004, for the amount of the net deferred
tax assets (including net operating loss carryforwards) and asset tax credit
carryforwards for the airports of Huatulco, Minatitlan, Cozumel and Tapachula
and for Servicios Aeroportuarios del Sureste S.A. de C.V. and Grupo
Aeroportuario del Sureste, S.A. de C.V.
Employees' Statutory Profit Sharing
As stated in note 10, the Company became subject to the employees' statutory
profit sharing beginning January 1, 2000.
Under Mexican GAAP, Bulletin D-4 requires the recognition of employees'
statutory profit sharing for all nonrecurring temporary differences generated
during the period. Bulletin D-4, did not permit the recognition of deferred
assets or liabilities for temporary differences generated before Bulletin D-4
became effective.
Under US GAAP, Employees' statutory profit sharing is recognized in accordance
with the requirements of SFAS 109. Under this method, employees' statutory
profit sharing is recognized in respect of all temporary differences in the
period in which the asset or liability arose. In addition, under US GAAP the
benefit or expense recognized during the period is recorded in operating
earnings.
F-37
The components of Employees' statutory profit sharing expense, prepared after
considering the impact of US GAAP adjustments, for the years ended December 31,
2002, 2003 and 2004 are as follows:
For the years ended
December 31,
----------------------------------------------------------
2002 2003 2004
---- ---- ----
Deferred (Ps. 101,902) (Ps. 99,330) (Ps. 98,074)
------------- ------------ ------------
(Ps. 101,902) (Ps. 99,330) (Ps. 98,074)
============= ============ ============
The effects of temporary differences that give rise to significant deferred
employees' statutory profit sharing assets, prepared after considering the
impact of US GAAP adjustments, at December 31, 2003 and 2004 are as follows:
December 31,
------------
2003 2004
---- ----
Deferred assets:
Airport concessions, rights to use
airport facilities and machinery, furniture
and equipment Ps. 484,696 Ps. 388,037
Tax loss carryforwards 143,987 148,380
Other 4,367 5,976
Valuation allowance (74,072) (81,600)
------------- --------------
558,978 460,793
Deferred liabilities (1,040) (930)
------------- --------------
Net deferred employees'
statutory profit sharing asset Ps. 557,938 Ps. 459,863
============= ==============
Tax on dividends
Under Mexican GAAP, tax on dividends is recorded as a reduction of retained
earnings. For the years ended December 31, 2003 and 2004, the Company paid tax
on dividends amounting to Ps.84,520 and Ps.64,566, respectively. Under US GAAP,
tax on dividends is recorded as a tax expense since in accordance with Mexican
Tax Law it can be used to reduce future taxable income in the year incurred and
the following two years. During the year ended December 31, 2003 and 2004, the
Company recovered Ps. 113,596 and Ps.24,125 (net of Ps. 7,137 and Ps.1,565 of
related professional fees), respectively, which under Mexican GAAP was recorded
as a credit to retained earnings. Under US GAAP, the recovered tax on dividends
was recorded as an income tax benefit in the income statement.
Long-lived assets
Under Mexican GAAP, the Company tests its airport concessions, rights to use
airport facilities and other long-lived assets for impairment following Bulletin
C-15. Bulletin C-15 establishes guidance for the identification of certain
events that represent evidence of a potential impairment in long-lived assets,
tangible and intangible and for the estimation and recognition of losses for
impairment and their reversal.
F-38
Under US GAAP, SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" requires grouping a long-lived asset or assets with other
assets and liabilities at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other assets and liabilities. Pursuant
to SFAS 144 offsetting of unrealized losses on some assets by unrealized gains
on other assets is appropriate when a long-lived asset that is not an individual
source of cash flows is part of a group of assets that are used together to
generate joint cash flows. The Company does not have the option to curtail any
of the concessions, nor does it have the option to close an individual airport
or sell and individual airport concession to a third party. Each of the above
actions would be considered a breach of the concession contracts which would
allow the Ministry of Communications and Transportation to revoke all of the
concessions. Therefore, the aggregate of the Company's nine airports are grouped
together for impairment testing purposes. In addition, given that all of the
assets associated with the operation and maintenance of the airports (i.e.
concession rights, the rights to use airport facilities -including the rights of
Cancun Air, Dicas and Aeropremier, buildings, air side and land side
improvements, machinery and equipment) are interdependent and are all needed for
the generation of the cash flows, the combined carrying value of such assets is
compared to the combined future cash flows of the nine airports for purposes of
the impairment test.
The impairment test for rights to use airport facilities and other long-lived
assets performed by the Company under Mexican GAAP is substantially similar to
the one that would be performed under US GAAP, except that estimated cash flows
are discounted.
No impairment indicators for the airport concessions, rights to use airport
facilities and other long-lived assets that would suggest that the carrying
value was not recoverable were present during 2003 and 2004.
Professional fees for recovered tax on dividends
Under Mexican GAAP, the Company recorded professional fees incurred in
connection with the recovery of the tax on dividends against retained earnings.
Under US GAAP, these professional fees are not payments made to the tax
authorities and, accordingly, they are not classified in the income statement as
income tax expenses, but rather as other expenses.
Comprehensive Income
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS
130"), for US GAAP purposes. SFAS 130 establishes rules for the reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements. SFAS 130 requires that all items that are
recognized under accounting standards as components of comprehensive income,
such as unrealized holding gains and foreign currency translation adjustments,
be reported in a financial statement that is displayed with the same prominence
as other financial statements. The adoption of this statement has not resulted
in any adjustment to US GAAP reported income.
F-39
Restructure, contract termination fees and loss on natural disaster
Under Mexican GAAP, restructure costs, certain contract termination fees and
loss on natural disaster were charged against the results of operations as an
extraordinary item. Under US GAAP, restructure costs, contract termination fees
and loss from natural disaster would be considered an operating expense. These
charges have been reclassified as an operating expense in the US GAAP condensed
consolidated income statement.
Contract termination fee on leasehold agreements
Under Mexican GAAP, the Company capitalized a one-time termination fee on a
concessionaire's leases at the Cancun airport, which is being amortized over the
remaining lives of the original lease agreements (see note 6). Under US GAAP,
pursuant to SFAS 146 "Accounting for Costs Associated with Exit or Disposal
Activities" this fee represents a contract termination cost that should be
expensed when the Company terminates the leases. Therefore, a charge of Ps.
67,959 has been taken to income in the US GAAP reconciliation.
Concentrations
As of December 31, 2003 and 2004, the Company maintained its cash and marketable
securities with a major Mexican brokerage firm and other Mexican financial
institutions. The Company would be adversely affected in the event of
non-performance by any of these institutions. Management does not anticipate
non-performance.
Supplemental Cash Flow Information
Mexican GAAP Bulletin B-12, "Statements of Changes in Financial Position"
("Bulletin B-12"), specifies the appropriate presentation of the statement of
changes in financial position. Under Bulletin B-12, the sources and uses of
resources are determined based upon differences between beginning and ending
consolidated financial statement balances in constant pesos. Under US GAAP, a
statement of cash flows is required, which presents only cash movements and
excludes non-cash items.
F-40
Presented below are statements of cash flows of the Company for the years ended
December 31, 2002, 2003 and 2004, prepared after considering the impact of US
GAAP adjustments. The cash flow statements present nominal cash flows during the
periods, adjusted to December 31, 2004, purchasing power.
For the years ended
December 31,
--------------------------------------------------
2002 2003 2004
---- ---- ----
Operating activities:
Net income (loss) under US GAAP (Ps. 378,273) Ps. 283,414 Ps. 248,465
Adjustments to reconcile net income to
cash flows provided by operating activities:
Loss from monetary position 34,540 36,524 70,976
Asset tax, tax on dividends and deferred
income taxes 699,953 175,388 402,266
Deferred employees' statutory profit sharing 103,531 99,330 98,074
Depreciation and amortization 161,314 172,879 197,202
Other expenses 16,128 4,929
Changes in operating assets and liabilities:
Trade receivables (40,316) (4,497) (41,808)
Recoverable taxes and other current assets 1,457 (34,377) 38,496
Trade accounts payable 1,319 8,104 808
Accrued expenses and other payables 45,084 23,610 37,759
-------------- -------------- --------------
Cash flows provided by operating activities 644,737 765,304 1,052,238
-------------- -------------- --------------
Investing activities:
Proceeds of short-term investments (168,743) (415,389) (585,586)
Payments of short-term investments 458,792 184,229 668,426
Purchase of other rights and machinery
furniture and equipment (289,919) (351,830) (411,954)
-------------- -------------- --------------
Cash flows provided by (used in) investing
activities 130 (582,990) (329,114)
-------------- -------------- --------------
Financing activities:
Payment of tax on dividends (283,140) (84,520) (176,721)
Payment of dividends (513,300) (164,062) (64,566)
-------------- -------------- --------------
Cash flows used in financing activities (796,440) (248,582) (241,287)
-------------- -------------- ---------------
Effects of inflation on cash and cash equivalents (10,825) 41,338 14,178
-------------- -------------- --------------
Decrease in cash and cash equivalents (162,398) (24,930) 496,015
Cash and cash equivalents at beginning of period 643,358 480,960 456,030
-------------- -------------- --------------
Cash and cash equivalents at end of period Ps. 480,960 Ps. 456,030 Ps. 952,045
============== ============== ==============
Supplemental cash disclosures:
Asset tax and tax on dividends paid Ps. 436,416 Ps. 238,377 Ps. 222,082
============== ============== ==============
Supplemental non-cash disclosures:
Recovered tax on dividends Ps. Ps. 120,522 Ps. 25,690
============== ============== ==============
F-41
Recently Issued Accounting Standards
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
an Amendment of APB Opinion No. 29" ("SFAS 153"). APB Opinion No. 29,
"Accounting for Nonmonetary Transactions" ("APB29"), is based on the opinion
that exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. SFAS 153 amends APB 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets whose results are not
expected to significantly change the future cash flows of the entity. The
Company does not expect that the adoption of SFAS 153 will have a material
impact on the consolidated financial statements.
In December 2004, the FASB revised its SFAS No. 123 "Accounting for Stock Based
Compensation" ("SFAS 123R"). The revision establishes standards for the
accounting of transactions in which an entity exchanges its equity instruments
for goods or services, particularly transactions in which an entity obtains
employee services in share-based payment transactions. This revised statement
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. That cost is to be recognized over the period during which the
Employee is required to provide service in exchange for the award. Changes in
fair value during the requisite service period are to be recognized as
compensation cost over that period. In addition, the revised statement amends
SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits be
reported as a financing cash flow rather than as a reduction of taxes paid. The
provisions of the revised statement are effective for financial statements
issued for the first interim or annual reporting period beginning after June 15,
2005, with early adoption encouraged. The Company does not expect that the
adoption of SFAS 123R will have a material impact on the consolidated financial
statements.
F-42