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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, 2002
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)
Blvd. Manuel Avila Camacho No. 40, 6th Floor
Colonia Lomas de Chapultepec
11000 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
-------------------- -------------------
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..............................................6
Risk Factors................................................8
Forward Looking Statements.................................20
Item 4. Information on the Company.........................................20
History and Development of the Company.....................20
Business Overview..........................................25
Regulatory Framework.......................................45
Organizational Structure...................................60
Property, Plant, And Equipment.............................61
Item 5. Operating and Financial Review and Prospects.......................61
Item 6. Directors, Senior Management and Employees.........................78
Item 7. Major Shareholders and Related Party Transactions..................85
Major Shareholders.........................................85
Related Party Transactions.................................89
Item 8. Financial Information..............................................91
Dividends..................................................92
Item 9. The Offer and Listing..............................................94
Trading on the Mexican Stock Exchange......................95
Item 10. Additional Information.............................................96
Exchange Controls.........................................110
Taxation..................................................110
Item 11. Quantitative and Qualitative Disclosures About Market Risk........115
Item 12. Description of Securities Other Than Equity Securities............115
Item 13. Defaults, Dividend Arrearages and Delinquencies...................116
Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds............................116
Item 15. Controls and Procedures...........................................116
Item 16. Reserved..........................................................116
Item 17. Financial Statements..............................................116
Item 18. Financial Statements..............................................117
Item 19. Exhibits..........................................................118
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 ("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, 2002.
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. 10.4393 to
U.S.$1.00, the exchange rate for pesos on December 31, 2002 as published by the
Mexican Ministry of Finance. On June 16, 2003 the Federal Reserve Bank of New
York's noon buying rate for Mexican pesos was Ps. 10.4750 to U.S.$1.00.
The following table presents our summary consolidated financial
information and that of our subsidiaries for each of the periods indicated. This
information should be read in conjunction with, and is qualified in its entirety
by reference to, our financial statements, including the notes thereto. Our
financial statements are prepared in accordance with generally accepted
accounting principles in Mexico, or Mexican GAAP, which differ in certain
significant respects from generally accepted accounting principles in the United
States, or U.S. GAAP. A reconciliation to U.S. GAAP of our net income and total
stockholders' equity is provided in this summary financial data. Note 15 to our
financial statements provides a description of the principal differences between
Mexican GAAP and U.S. GAAP as they relate to our business.
Mexican GAAP provides for the recognition of certain effects of
inflation by restating non-monetary assets and non-monetary liabilities using
the Mexican Consumer Price Index, restating the components of stockholders'
equity using the Mexican Consumer Price Index and recording gains or losses in
purchasing power from holding monetary liabilities or assets. Mexican GAAP
requires the restatement of all financial statements to constant Mexican pesos
as of the date of the more recent balance sheet presented. Our audited financial
statements and all other financial information contained herein are accordingly
presented in constant pesos with purchasing power as of December 31, 2002 unless
otherwise noted.
Unless otherwise specified, all share data presented throughout
this Form 20-F have been adjusted to reflect a reverse stock split of ASUR's
capital stock in which one new share was issued for each outstanding
25.89092035667 shares. This reverse stock split became effective October 12,
1999.
References in this annual report on Form 20-F to "dollars," "U.S.
dollars" or "U.S.$" 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.
The summary financial and other information set forth below
reflects the following classifications of information:
o ASUR Information. The information in the following tables
under the heading "ASUR" reflects our financial condition,
results of operations and certain operating data since we
commenced operations under our concessions on November 1,
1998.
o Combined Information. The information in the following tables
under the heading "Combined" reflects the sum of (i) our
predecessor's results of operations and certain operating data
for the ten months ended October 31, 1998 and (ii) our results
of operations and certain operating data for the two months
ended December 31, 1998. Combined results of operations for
1998 are unaudited and do not reflect any pro forma
adjustments. The combined results of operations and operating
data for us and our predecessor for 1998 do not necessarily
represent the results that would have been achieved for 1998
had our business been operated by us under our concessions for
the entire year.
Combined (1) ASUR
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Year ended
December 31, Year ended December 31,
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1998 1999 2000 2001 2002
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(Unaudited)
(thousands of (thousands of (thousands of (thousands of (thousands of (thousands of
pesos)(2) pesos)(2) pesos)(2) pesos)(2) pesos) dollars) (3)
Income statement data
Mexican GAAP:
Revenues:
Aeronautical services(4)............... Ps. 739,005 Ps. 913,101 Ps.1,091,016 Ps.1,045,033 Ps. 1,001,380 $ 95,924
Non-aeronautical services(5)........... 159,064 153,616 188,122 185,593 239,221 22,915
Total revenues............................ 898,069 1,066,717 1,279,138 1,230,626 1,240,601 118,839
Operating expenses:
Costs of services...................... (209,430) (246,042) (298,083) (304,621) (343,922) (32,945)
General and administrative expenses.... (114,400) (122,022) (111,633) (105,269) (106,989) (10,249)
Technical assistance fee(6)............ 0 (63,964) (57,948) (40,256) (37,425) (3,585)
Concession fee(7)...................... (7,264) (53,914) (63,914) (61,522) (61,994) (5,938)
Usage fee(8)........................... (99,000) 0 0 0 0 0
Special employee termination expenses.. (61,200) 0 0 0 0 0
Depreciation and amortization.......... (143,426) (289,927) (320,584) (320,208) (335,100) (32,100)
Operating income.......................... 263,349 290,848 426,976 398,750 355,171 34,022
Net comprehensive financing (cost) income. (4,377) 16,893 (15,793) 36,882 27,170 2,603
Income before income taxes and employees'
statutory profit sharing and
extraordinary items.................... 258,972 307,741 411,183 435,632 382,341 36,625
Benefit from (provision for) income taxes
and employees' statutory profit sharing 71,607 (130,056) (179,901) (161,402) (151,514) (14,514)
Income before extraordinary items......... 330,579 177,685 231,282 274,230 230,827 22,111
Extraordinary items....................... 0 0 0 (7,071) (10,542) (1,010)
Net income................................ 330,579 177,685 231,282 267,159 220,285 21,102
Basic and diluted earnings per share...... N/M 0.59 0.77 0.89 0.73 0.07
Basic and diluted earnings per ADS
(unaudited)(9)......................... N/M 5.92 7.71 8.91 7.34 0.70
U.S. GAAP:
Revenues.................................. 898,069 1,066,716 1,279,138 1,230,626 1,240,601 118,839
Operating income.......................... 302,007 415,468 528,766 493,886 422,836 40,504
Net income................................ 322,105 337,895 315,886 311,688 (345,853) (33,130)
Basic and diluted earnings per share...... 1.07 1.13 1.05 1.04 (1.15) (0.11)
Basic and diluted earnings per ADS
(unaudited)(9)......................... 10.74 11.26 10.53 10.39 (11.53) (1.10)
Dividends per share6
Other Operating Data (Unaudited):
Total passengers (thousands of
passengers)(10)........................ 8,187.3 9,597.9 11,448.1 11,240.3 10,996.6 10,996.6
Total air traffic movements (thousands
of movements).......................... 198.1 208.1 207.6 194.9 194.9 194.9
Total revenues per passenger (in pesos
or dollars)(10)........................ 109.7 111.1 111.7 109.5 112.8 10.8
ASUR
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As of and for
the two months
ended December 31, Year ended December 31,
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1998 1999 2000 2001 2002
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(Unaudited)
(thousands of (thousands of (thousands of (thousands of (thousands of (thousands of
pesos)(2) pesos)(2) pesos)(2) pesos)(2) pesos) dollars) (3)
Balance Sheet Data:
Mexican GAAP:
Cash and marketable securities.............Ps. 56,551 Ps. 391,356 Ps. 617,802 Ps. 928,876 496,827 47,592
Total current assets(11)................... 1,706,234 584,613 743,845 1,128,678 722,747 69,233
Airport concessions, net................... 8,017,100 8,236,221 8,024,615 7,813,807 7,601,518 728,164
Rights to use airport facilities, net...... 2,372,301 2,346,211 2,264,010 2,182,567 2,101,127 201,271
Total assets............................... 12,238,774 11,258,399 11,330,374 11,759,394 11,283,434 1,080,861
Total liabilities(11)...................... 1,635,748 477,687 318,381 480,239 512,176 49,062
Net equity/stockholders' equity............ 10,603,026 10,780,712 11,011,993 11,279,155 10,771,258 1,031,799
U.S. GAAP:
Cash and cash equivalents.................. 56,551 147,285 617,797 588,219 439,739 42,123
Total current assets....................... 1,706,234 584,613 743,845 1,130,111 722,747 69,233
Airport concessions, net................... 0 380,008 329,301 278,645 229,401 21,975
Rights to use airport facilities........... 1,820,603 1,820,196 1,763,766 1,707,257 1,647,897 157,855
Total assets............................... 7,480,056 6,605,184 6,570,523 6,884,273 6,106,905 584,992
Total liabilities.......................... 1,646,881 434,135 83,582 85,675 123,468 11,827
Net equity/stockholders' equity............ 5,833,175 6,171,049 6,486,941 6,798,598 5,983,437 573,165
Cash Flow Data:
Mexican GAAP:
Resources provided by operating activities. 69,423 514,630 785,874 673,988 561,204 53,759
Resources provided by (used in) financing
activities.............................. 10,489,387 326,097 (326,100) 0 (728,182) (69,754)
Resources used in investing activities..... (10,502,259) (505,923) (233,328) (362,914) (265,071) (25,392)
Increase (decrease) in cash and marketable
securities.............................. 56,551 334,804 226,446 311,074 (432,049) (41,387)
U.S. GAAP:
Cash flow provided by operating activities. 48,658 533,695 820,650 713,581 589,479 56,467
Cash flow used in financing activities..... 0 0 (326,100) 0 (728,182) (69,754)
Cash flow (used in) provided by investing
activities.............................. (1,657) (429,800) 10,741 (703,560) 120 11
Effect of inflation on cash and cash
equivalents............................. 9,550 (13,161) (34,779) (39,599) (9,897) (948)
Increase (decrease) in cash and cash
equivalents............................. 56,551 90,734 470,512 (29,578) (148,480) (14,224)
On May 30, 2002 we paid an ordinary and extraordinary cash dividend for fiscal
year 2001 totaling Ps. 469.3 million (Ps. 1.48 per share) of our Series B and
Series BB capital stock outstanding. ADR holders of record received U.S.$1.50
per ADS (reflecting the exchange rate in effect on the dividend payment date).
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(1) Combined results reflect the sum of (i) our predecessor's results of
operations and certain operating data for the ten months ended
October 31, 1998 and (ii) ASUR's results of operations and certain
operating data for the two months ended December 31, 1998. Combined
results of operations and operating data for 1998 are unaudited and
do not reflect any pro forma adjustments. The combined results of
operations and operating data of ASUR and its predecessor for 1998
do not necessarily represent the results that would have been
achieved for 1998 had our business been operated by us under our
concessions for the entire year.
(2) Expressed in constant pesos with purchasing power as of December 31,
2002. Per share peso amounts are expressed in pesos (not thousands
of pesos).
(3) Translated into dollars at the rate of Ps. 10.4393 per U.S. dollar,
the Mexican Ministry of Finance exchange rate for Mexican pesos at
December 31, 2002. Per share dollar amounts are expressed in dollars
(not thousands of dollars).
(4) 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.
(5) 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.
(6) 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."
(7) Since November 1, 1998, 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.
(8) Prior to November 1, 1998, in lieu of income or asset taxes, our
predecessor was required to pay the Mexican government a usage fee
equal to 5.8% of its period-end assets.
(9) Based on the ratio of 10 series B shares per ADS.
(10) Passenger data excludes passengers arriving in or departing from the
charter terminal in Cancun International Airport prior to July 1,
1999. We began operating this terminal directly on July 1, 1999. For
further information relating to the acquisition of this business,
see "Item 4. Information on the Company--Business
Overview--Acquisition of Businesses."
(11) Total current assets and total liabilities at December 31, 1998
reflect a recoverable value added tax receivable and payable to the
Ministry of Communications and Transportation of Ps.1,491 million..
N/M The income statement of our predecessor was derived from the results
of operations of the Mexican Airport and Auxiliary Services Agency.
As a result, the presentation of earnings per share for our
predecessor is not meaningful, and is omitted from this summary
financial information.
Exchange Rates
Mexico has had a free market for foreign exchange since 1991. Prior
to December 1994, the Mexican central bank, Banco de Mexico, kept the peso-U.S.
dollar exchange rate within a range prescribed by the Mexican government through
intervention in the foreign exchange market. In December 1994, the Mexican
government suspended intervention by Banco de Mexico and allowed the peso to
float freely against the U.S. dollar. The peso declined sharply in December 1994
and continued to fall under conditions of high volatility in 1995. Volatility in
the exchange rate market has gradually declined since 1995, when the exchange
rate fluctuated between Ps.5.00 and Ps.8.14 per U.S. dollar. In 1996 and most of
1997, the peso fell more slowly and was less volatile. In the last quarter of
1997 and for much of 1998, the foreign exchange markets were volatile as a
result of financial crises in Asia and Russia and financial turmoil in countries
including Brazil and Venezuela. The peso declined during this period, but was
relatively stable in 1999, 2000, 2001 and in the first three quarters of 2002.
Between 1999 and 2001, the exchange rate fluctuated between Ps.8.95 and Ps.10.60
per U.S. dollar. In 2002, the exchange rate fluctuated between Ps.9.00 and
Ps.10.46 per U.S. dollar. There can be no assurance that the Mexican government
will maintain its current policies with regard to the peso or that the peso will
not further depreciate or appreciate significantly in the future.
The following table sets forth, for the periods indicated, the
high, low, average and period-end noon buying rate in New York City for cable
transfers in pesos published by the Federal Reserve Bank of New York, expressed
in pesos per U.S. dollar. The rates have not been restated in constant currency
units.
Exchange Rate
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Year Ended December 31, Period End Average(1) High Low
------------------------------------ ------------- --------------- ----------- ------------
1998 ............................... 9.90 9.24 10.20 8.46
1999 ............................... 9.48 9.56 10.60 9.24
2000 ............................... 9.62 9.47 10.09 9.18
2001 ............................... 9.16 9.34 9.97 9.03
2002 ............................... 10.43 9.75 10.43 9.00
2003 (through May 31)............... 10.34 10.67 11.24 10.11
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(1) Average of month-end rates.
The following table sets forth, for the periods indicated, the high
and low exchange rate for the purchase of U.S. dollars, expressed in pesos per
U.S. dollar.
Exchange Rate
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Month in 2002 High Low
------------- ---------- ----------
December 10.43 10.10
Month in 2003
January 10.98 10.32
February 11.06 10.77
March 11.24 10.66
April 10.77 10.33
May 10.42 10.11
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 conflict 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.
Impact on Passenger Traffic of the Events of September 11, 2001
The terrorist attacks on the United States on September 11, 2001
have 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 as illustrated in the following chart. Any future terrorists attacks,
whether or not involving aircraft, will adversely affect our business, results
of operations , prospects and financial condition.
The following table sets forth passenger traffic volume in our
airports, for the periods indicated, and the decrease, as the case may be, as
compared to the corresponding period in the prior year.
Passenger Traffic(1)
(in thousands)
For the For the
three months ended year ended
December 31, 2000 to 2001 to December 31 2001 to
--------------------------------- 2001 2002 ------------------------- 2002
2000 2001 2002 %Change %Change 2001 2002 %Change
-------- ---------- --------- ----------- ---------- -------- -------- --------
Domestic traffic 1,145.7 1,094.1 1,126.8 (4.50) 2.99 4,606.2 4,585.7 (0.45)
International traffic 1,400.7 1,139.6 1,353.8 (18.64) 18.84 6,634.2 6,411.0 (3.36)
-------- ---------- --------- ----------- ---------- -------- -------- --------
Total 2,546.4 2,233.7 2,480.6 (12.28) 11.05 11,240.4 10,996.7 (2.17)
======== ========== ========= =========== ========== ======== ======== ========
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(1) Passenger figures exclude transit and general aviation passengers.
Other Events Affecting 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 charges collected from airlines for
each passenger (other than diplomats, infants, transfer and transit passengers)
departing from the airport terminals we operate. In 2002, passenger charges
represented 59.7% of our total revenues. Events such as the recent invasion of
Iraq by a coalition of forces led by the United States and the United Kingdom
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.
Impact on Operations
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 adopted by us, 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 more than three-fold relative to our 2001 premiums and may
continue to rise in the future. Since October 2001, we carry a U.S.$50 million
insurance policy covering liabilities resulting from terrorist acts. Since 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. An increase
in our operating costs will have an adverse effect on our results of operations.
Similarly, the users of airports, principally airlines, have been
subject to increased costs. Airlines have been required to adopt additional
security measures following the September 11 events 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 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.
Our business is highly dependent upon revenues from Cancun International
Airport.
In 2001 and 2002, Ps. 864.5 million and Ps. 896.2 million,
respectively, or 70.3% and 72.2%, respectively, of our revenues were derived
from operations at Cancun International Airport. During 2001 and 2002, Cancun
International Airport represented 68.0% and 70.2%, respectively, of our
passenger traffic and 41.5% and 42.5%, 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.
We may be restricted from increasing prices or required to reduce prices because
a significant portion of our revenues is regulated.
In 2001 and 2002, approximately 90.8% and 86.1%, respectively, of
our total revenues were earned from regulated sources of revenues. As a result
of the price regulation system applicable to our airports, our flexibility to
set or raise prices with respect to services that generate substantially all of
our revenues may be limited. We may also be required to reduce prices on
services that are subject to regulation. 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. For a discussion of
sources of revenue subject to price regulation, see "Item 4. Information on the
Company--Regulatory Framework--Price Regulation."
Our flexibility in managing our business is limited by the regulatory
environment in which we operate.
Our airports, like airports in other countries, are highly
regulated. These regulations may limit our flexibility in operating our
business, which could have a material adverse effect on our business, results of
operations, prospects and financial condition.
We cannot predict how the regulations governing our business will be applied.
Many of the laws, regulations and instruments that regulate our
business only recently were adopted or became effective, 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.
We may inadvertently exceed our maximum rates.
We intend to charge prices for regulated services at each airport
that are as close as possible to that airport's maximum chargeable rates. Our
prices are based on management's projections of passenger and cargo traffic
volume and other variables. See "Item 4. Information on the Company--Regulatory
Framework." These projections may differ from an airport's actual results of
operations, which may cause us to exceed our maximum rates. To avoid exceeding
our maximum rates at year end, we may be required to take actions, including
reducing our prices during the latter part of the year or issuing credits or
discounts to customers, which could have a material adverse effect on our
results of operations.
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
60 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, 2003. 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 29.4%, 29.5% and 26.7% of the revenues generated by our airports
in 2000, 2001 and 2002, respectively. 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. In addition, in recent years American
Airlines and Continental Airlines have accounted for a significant portion of
the revenues generated by our airports (5.0% and 6.0%, respectively, in 2001 and
6.4% and 5.6%, respectively, in 2002). 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. 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, 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 initial five-year term ending
December 31, 2003, an annual efficiency adjustment factor of 1% has been
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.
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, which could compete directly with our airports. For example, in
March 2000, a new airport opened in Chichen Itza, which also serves popular
tourist destinations in southeast Mexico and may compete with several of our
airports. Any competition from other such airports could have a material adverse
effect on our business and results of operations. Under certain circumstances,
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.
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 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. 8.9 million, of which
Ps. 5.4 million was covered by insurance.
Our business could be adversely affected by a downturn in the U.S. economy.
In 2001 and 2002, 68.4% and 69.2%, 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 future effect the September 11, 2001
terrorist attacks, any future terrorist attacks or threatened attacks on the
United States or the retaliatory measures taken by the United States in response
to these events may have on the U.S economy. The current economic downturn in
the United States may continue to 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.
NAFIN and ITA have substantial influence over our management and their interests
may differ from those of other stockholders.
NAFIN, a Mexican national credit institution and development bank
controlled by the Mexican government, continues to hold 33,260,870 series B
shares, representing 11.1% of our capital stock, and votes these shares based on
the instructions of the Ministry of Communications and Transportation. NAFIN,
for its own account and not for the Ministry of Communications and
Transportation account, has also entered into an agreement that may result in
its acquisition of the 25.5% interest in ITA currently held by Triturados
Basalticos y Derivados, S.A. de C.V., as described under "Item 7. Major
Shareholders and Related Party Transactions."
ITA continues to hold 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 described under "Item 7. Major
Shareholders and Related Party Transactions--Major Shareholders--ITA Trust and
Shareholders Agreement," the shareholders of ITA have entered into an agreement
suspending certain veto rights previously corresponding to Triturados y
Basalticos Derivados, S.A. de C.V. The suspension of these rights has the effect
of increasing the influence of Copenhagen Airports A/S in our management and
business policies. Copenhagen Airports A/S owns 750,000 ADSs representing
7,500,000 series B shares. As a result, Copenhagen Airports A/S directly holds
series B shares representing 2.9% of our series B shares and 2.5% of our total
capital stock.
As a result, NAFIN, in its individual capacity and as
representative of the Ministry of Communications and Transportation, and ITA, as
our principal stockholder, are likely to substantially influence our management
and matters requiring the approval of our stockholders. The interests of NAFIN
and ITA may differ from those of our other stockholders, and there can be no
assurance that NAFIN and ITA would exercise their 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.
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, Mexican 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 the
following:
o exchange rate instability,
o devaluation of the peso,
o high inflation,
o high domestic interest rates,
o negative economic growth,
o reduced consumer purchasing power, and
o high unemployment.
The economic crisis occurred in the context of a series of internal
disruptions and political events, including:
o a large current account deficit,
o civil unrest in the southern state of Chiapas (in which one of our
airports is located),
o the assassination of two prominent political figures,
o a substantial outflow of capital, and
o 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 2002, inflation in Mexico was
5.7%, interest rates on 28-day Mexican government treasury securities averaged
7.09% and the peso depreciated by 13.5% (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, 2002 less than one percent of our liabilities
(U.S.$0.377 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, ASUR's 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. Neither the PRI nor the PAN
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.
Although there have not yet been any material adverse repercussions resulting
from this political change, 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
and the lack of alignment between the legislature and the President could result
in 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.
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.
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 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
cancellations of significant construction projects included in backlog, material
changes in the performance or terms of our concessions, developments in legal
proceedings, limitations on our access to sources of financing on competitive
terms, 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. 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 Boulevard Manuel Avila Camacho No. 40, 6th Floor, Col. Lomas de
Chapultepec, 11000 Mexico, D.F., Mexico, telephone 011-52-555-284-0400.
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. ITA's stockholders include Copenhagen Airports A/S,
which owns a 25.5% interest in ITA. Copenhagen Airports A/S is among the world's
leading airport operators and has won several international awards, including
the 1999 IATA award for world's best airport shopping facilities, as well as the
IATA 1999 award for world's best airport for overall passenger satisfaction. In
2002, Copenhagen Airport was ranked first by IATA in twelve out of twenty-two
categories, including overall passenger satisfaction. Copenhagen Airport was
named Europe's best and the world's second best airport in the 15-25 million
passenger category in May 2003 by IATA. In 2002, approximately 18.3 million
passengers were served at airports operated by Copenhagen Airports A/S. ITA's
other stockholders currently are Triturados Basalticos y Derivados, S.A. de
C.V., VINCI, S.A. and Ferrovial Aeropuertos, S.A. Ferrovial Aeropuertos, S.A.
became a stockholder of ITA during 2002 after it acquired the interest in ITA
that was previously owned by another subsidiary of the Spanish group Ferrovial.
Triturados Basalticos y Derivados, S.A. de C.V. has entered into an agreement
that may result in its transfer of its interest in ITA to one of its creditors,
NAFIN. Triturados Basalticos y Derivados, S.A. de C.V. has also entered into
conflicting agreements purporting to transfer to an affiliate these same shares
of ITA. See "Item 7. Major Shareholders and Related Party Transactions--Major
Shareholders--ITA Trust and Shareholders' Agreement" for a discussion of the
dispute relating to these agreements.
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. These
options allow ITA to subscribe for 2%, 2% and 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 ASUR's 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 agreement's initial five years. 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. The fixed dollar amount is U.S.$5.0 million in 1999 and 2000,
U.S.$3.0 million in 2001 and 2002 and U.S.$2.0 million for each subsequent year.
These amounts are adjusted annually for inflation (measured by the U.S. consumer
price index) as from the first anniversary of the technical assistance
agreement. 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 members of our board of
directors (which currently consists of seven members) 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 ASUR's outstanding capital stock, consisting
of 255,000,000 series B shares, was sold by the Mexican government to a Mexican
trust established by NAFIN, a Mexican national credit institution and
development bank controlled by the Mexican government. This trust was the
selling stockholder in the global offering.
Our bylaws provide that ITA may not transfer any of its series BB
shares until September 28, 2003. From the end of this no-sale period until
December 18, 2008, ITA may 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 key partners, currently
Copenhagen Airports A/S and Triturados Basalticos y Derivados, S.A. de C.V., may
not transfer their current 25.5% ownership interest in ITA prior to December 18,
2014 without the consent of the Ministry of Communications and Transportation.
To the extent that a key partner acquires shares of ITA in excess of its current
25.5% interest, this additional interest may be sold without restriction after
September 28, 2003. See "Item 7. Major Shareholders and Related Party
Transactions--Major Shareholders--ITA Trust and Shareholders' Agreement" for a
further description of these provisions and a discussion of the uncertainty
surrounding the 25.5% interest in ITA currently held by Triturados Basalticos y
Derivados. 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 (including capital expenditures and improvements) of the
concession holder for the succeeding five-year period and investment projections
(including 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. On
July 28, 2000, the Ministry of Communications and Transportation approved each
of our current master development plans. The current terms of the master
development plans will be in effect until December 31, 2003. We expect to submit
our next master development plans to the Ministry of Communications and
Transportation for its review and approval by July 15, 2003, and upon approval
these plans are scheduled to go into effect on January 1, 2004.
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,
-------------------------------------------------------------------------------
2000(1) 2001 2002 2003 Total
-------------- -------------- ------------- -------------- ---------------
(thousands of pesos)
Cancun.................... Ps. 295,394 Ps. 161,220 Ps. 60,617 Ps. 16,834 Ps. 534,065
Merida.................... 60,901 2,765 6,805 19,105 89,576
Cozumel................... 75,999 32,206 15,798 3,723 127,726
Villahermosa.............. 22,660 2,276 23,738 7,845 56,519
Oaxaca.................... 46,725 570 8,710 7,838 63,843
Veracruz.................. 17,269 28,656 20,635 11,458 78,018
Huatulco.................. 11,334 14,950 38,801 4,172 69,257
Tapachula................. 10,604 18,596 3,061 2,205 34,466
Minatitlan................ 12,862 1,469 8,940 2,449 25,720
-------------- -------------- ------------- -------------- ---------------
Total.................. Ps. 553,748 Ps. 262,708 Ps. 187,105 Ps. 75,629 Ps. 1,079,190
============== ============== ============= ============== ===============
-----------
(1) Reflects committed investments for the period from May 1, 1999 to December
31, 2000.
The following table sets forth our historical capital expenditures,
in the periods indicated.
Capital Expenditures
Year ended December 31, (thousands of pesos)
----------------------- --------------------
1998...................................... Ps. 235,317
1999...................................... 44,854
2000...................................... 233,328
2001...................................... 362,914
2002...................................... 265,071
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 2002 in
terms of passenger traffic volume and the busiest in terms of international
passengers volume, 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 19.7 million visitors in 2002, according to the Mexican Ministry
of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 2002
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, contributing U.S.$8.9
billion in 2002, according to the Mexican Ministry of Tourism. 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 was the most visited international
tourism destination in Mexico in 2002, according to the Mexican Ministry of
Tourism. Cancun International Airport represented 68.0% and 70.2% of our
passenger traffic volume and 70.3% and 72.2% of our revenues in 2001 and 2002,
respectively. At December 31, 2002, Cancun had approximately 26,074 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
17,705 rooms as of December 31, 2002.
Our airports served approximately 11.2 million passengers in 2001
and approximately 11.0 million passengers in 2002. 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 2001 and 2002, international passengers
represented 59.02% and 58.30%, respectively, of the total passenger traffic
volume in our airports. In 2001 and 2002, 68.4% and 69.2%, respectively, of the
international passengers in our airports traveled on flights originating in or
departing to the United States. As of December 31, 2002, 16 Mexican and 45
international airlines, including US 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.
On July 1, 1999, we began operating three businesses previously
operated by third parties in two of our airports, including the charter terminal
in Cancun International Airport. We acquired the right to operate these
businesses for an aggregate purchase price of U.S.$39.6 million. The charter
terminal in Cancun International Airport served 2.3 million passengers in 2000,
1.9 million passengers during 2001, and 1.9 million passengers in 2002.
Including the passengers served by the main terminal, Cancun International
Airport served a total of 7.7 million passengers in 2000, 7.6 million passengers
in 2001 and 7.7 million passengers in 2002. Our operating figures for periods
prior to July 1, 1999 do not reflect these acquired businesses. For a discussion
of how these acquired businesses are reflected in our financial statements, see
"Management's Discussion and Analysis of the acquired business." For a
description of the acquired businesses, see "--Acquisition of Businesses."
Aeronautical Services
The following table sets forth our revenues for the period
presented.
2000 2001 2002
----------------- -------------------- ---------------
(thousands of pesos)
Revenues:
Aeronautical Services................ Ps. 1,091,016 Ps. 1,045,033 Ps. 1,001,380
Non-Aeronautical Services............ 188,122 185,593 239,221
----------------- -------------------- ---------------
Total.......................... Ps. 1,279,138 Ps. 1,230,626 Ps. 1,240,601
================= ==================== ===============
Aeronautical services represent the most significant source of our
revenues. In 2000, 2001 and 2002, aeronautical revenues represented
approximately 85.3%, 84.9% and 80.7% 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 collected twice
monthly from each airline. Since June 11, 2001, the charge for international
passengers is U.S.$14.40 and the charge for domestic passengers is Ps.125.7
(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 2001 and 2002, passenger charges represented
73.9% of our aeronautical revenues and 62.7% and 59.6%, 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 aircraft's maximum takeoff weight.
We also collect aircraft parking charges based on the time an aircraft is at an
airport's gate or parking position. Each of these charges varies based on the
time of day or night that the relevant service is provided (with higher fees
generally charged during peak usage periods and at night). 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.
In 2002, these charges contributed the following amounts to our
revenues:
o landing charges represented 10.04% of our aeronautical revenues and
8.10% of our total revenues;
o aircraft parking charges represented 11.94% of our aeronautical
revenues and 9.64% of our total revenues;
o airport security charges represented 1.64% of our aeronautical
revenue and 1.32% of our total revenues; and
o passenger walkway charges represented 2.48% of our aeronautical
revenues and 2.01% of our total revenues.
As of the beginning of June 2001, we adjusted our rates for certain
airport services. We implemented this adjustment in airport charges after
approval and registration at the rate increases with the Ministry of
Communications and Transportation, which included a procedure for the
consideration of comments by the airline industry against the proposed
adjustment. Certain airlines oppose the adjustment and have refused to pay the
differential, which we estimate to be between nine and twelve percent of the
adjusted rates. On January 23, 2002, we were notified that Compania Mexicana de
Aviacion, S.A. de C.V., Aerovias de Mexico, S.A. de C.V., Aerovias Caribe, S.A.
de C.V., Aerolitoral, S.A. de C.V. and Transportes Aeromar, S.A. de C.V. have
initiated a lawsuit against the Ministry of Communications and Transportation
requesting that these adjusted rates be declared void. In addition, in April
2003 ASUR was notified that Compania Mexicana de Aviacion, S.A. de C.V.,
Aerovias de Mexico, S.A. de C.V., Aerovias Caribe, S.A. de C.V., Aerolitoral,
S.A. de C.V. and Transportes Aeromar, S.A. de C.V. initiated a lawsuit against
the Ministry of Communications and Transportation seeking that Annex 7 to ASUR's
concessions be declared null and void. Annex 7 contains the bases for the tariff
regulation imposed on each concession holder by the Ministry of Communications
and Transportation. In the event that the plaintiffs obtain a ruling in their
favor, Annex 7 to each of ASUR's concessions would be revoked and ASUR's
subsidiary concession holders would have no regulatory framework for regulated
airport and complementary services until a new framework were issued. If the
existing maximum tariff rates applicable to our airports were to be rescinded,
there can be no assurance that any new tariff regime that is subsequently
adopted would be similar to the current regime. For more information, see "Item
8. Financial Information--Legal Proceedings."
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
2001 and 2002 revenues from non-aeronautical services represented 15.08% and
19.28% respectively, of our total revenues, of which 41.8% and 62.3%,
respectively, were derived from access fees and 53.3% and 33.9% respectively,
were derived from commercial revenues as defined under the Mexican Airport Law.
Prior to July 1, 1999, our revenues from non-aeronautical services also included
access fees generated by three businesses that we acquired and began operating
as of July 1, 1999.
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 early November 2001, we opened a new commercial center at the
Cancun airport, which includes duty free shops, a food court, a full service
restaurant, a business lounge, a convenience store and a clothing shop. In
December 2001, we opened a new commercial center at each of our Merida and
Cozumel airports. In 2002, we opened 40 new commercial spaces in our other six
airports, including new duty-free shops, restaurants, bank and foreign exchange
services, and convenience stores. In addition, we also developed 109 new
advertising spaces in our airports in 2002.
We estimate that revenues from commercial activities in our
terminals historically have 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 176 commercial
premises as of December 31, 2002, 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 in 2002 was Mera
Aeropuertos, S.A. de C.V.. We generally charge a fixed monthly fee for the lease
of commercial space in our terminals, although the operators of the duty-free
stores in three of our airports (Cancun, Cozumel and Merida) pay the higher of a
monthly fee based on passenger traffic in the airport in which the store is
located or a monthly fee based on a percentage of their revenues.
We are currently involved in several lease 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 October 1999, we awarded a contract to install and operate
public telephones in all nine of our airports to Telefonos de Mexico, S.A. de
C.V. and BBg Comunicaciones, S.A. de C.V. These telephones are equipped to
handle payments in Mexican and U.S. currency, as well as credit card and
operator assisted calls. We currently estimate that approximately 90% of the
telephones have been installed.
In May 2000, we offered for competitive bids the rights to develop
car rental services at our nine airports. In Cancun, we awarded eight bidders
(out of fifteen car rental agencies that operated at the airport prior to the
bidding process) the right to operate car rental services. All eight of the
winning bidders have signed new agreements with us which provide for the payment
of increased rent compared to previous levels. Rent under these agreements will
increase further once the last of the original car rental agencies that were not
awarded operating licenses have vacated their airport facilities. As of the date
of this annual report, we were still negotiating with the four holdover agencies
that have refused to vacate the facilities. However, we do not expect that these
holdover agencies will vacate the airport absent a court order, which we are
seeking. As of April 2002, we are no longer recognizing revenues from these
holdover agencies.
In December 2000, we awarded the food and beverages concession for
the Cancun, Cozumel and Merida airports to Controladora Mera, S.A. de C.V., a
Mexican company that specializes in operating restaurants. The contract began in
July 2001, includes eleven food and beverage units, one business lounge, vending
machines, and coffee/snack trolleys, and expires in 2013.
In May 2001, we awarded the convenience store concession for all of
our nine airports to Cenca Comercializadora, S.A. de C.V. The convenience retail
business line includes offerings such as newspapers, magazines, candy,
cigarettes, non-prescription pharmaceutical items, and other similar
merchandise. The six-year contract commenced in September 2001, and includes a
total of 15 stores at the nine airports.
In June 2001, we awarded airport advertising concessions to a
consortium formed by the French and Mexican advertising companies, JCDecaux and
UDC, as the result of a bidding process. The eight-year contract began in
September 2001, and covers all advertising units at the nine airports. These
include the external areas outside the airports (billboards, clock advertising
and light-boxes), as well the public areas inside the terminal.
Also in June 2001, we awarded the retail concession for the Cancun,
Merida and Cozumel airports to the consortium formed by the Spanish company
Aldeasa S.A. The ten-year contract commenced in September 2001 and covers ten
duty free stores and a cigar store. In November 2001, we entered into a similar
ten-year contract with the Mexican retailer, Tiendas Tropicales, S.A. de C.V.
covering six Mexican handicraft stores in the same airports.
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.
Prior to July 1, 1999, our revenues from non-aeronautical services
also included access fees generated by three businesses that we began operating
as of July 1, 1999. Beginning July 1, 1999, our revenues from the aeronautical
services related to these businesses are recorded as part of our revenues from
aeronautical services, and the balance of the revenues from these businesses
will be recorded as part of our revenues from non-aeronautical services.
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. Over the last three years we have taken over the
operation of the parking lots at all of our airports that were formerly operated
by third parties under license agreements. The only airport at which we do not
charge parking fees is Cozumel. As a result of the change from third-parties to
ourselves as operators of the lots, revenues from parking lot fees have
increased significantly from Ps.2.4 million in 1999. In 2000, 2001 and 2002, our
revenues form parking lot fees were Ps.8.9 million, Ps.12.9 million and Ps.15.2
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 subject to price regulation, while our revenues from non-permanent
providers of ground transport services, such as access fees charged to charter
buses, are not subject to price regulation.
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 2001 and 2002 we undertook
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 have 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. 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 various service providers (such as baggage handlers
and food service providers).
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 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.
Acquisition of Businesses
When we assumed operation of our nine airports on November 1, 1998,
our predecessor, the Mexican Airport and Auxiliary Services Agency, transferred
to ASUR its rights to receive payment under three agreements that it had
previously entered into with three different companies. These agreements
provided for the development of certain businesses within specified areas of
Cancun International Airport and Merida International Airport. A general
description of these agreements and the parties to each are as follows:
o Cancun Air, S.A. de C.V. was required to construct and entitled to
operate and develop the charter terminal and parking facilities in
Cancun International Airport through 2006. In exchange, Cancun Air
agreed to pay our predecessor 12% of its total revenue from
passenger charges from the charter air terminal and parking
facilities through December 31, 2001 and 13% of its total revenue
from passenger charges from the charter air terminal and parking
facilities from January 1, 2002 through December 19, 2006.
o Dicas, S.A. was granted the right to construct and maintain the
satellite wing and general aviation building in Cancun International
Airport in exchange for the right to collect revenues from
commercial activities and passenger walkway charges generated by
that wing through 2009. In addition, Dicas was required to pay our
predecessor 20% of its passenger walkway fees and a percentage of
its profits in excess of a specified rate of return. During the term
of the lease, Dicas' rate of return never exceeded the amount that
would have required it to pay a portion of its profits to our
predecessor.
o Aeropremier de Mexico, S.A. de C.V. was granted the right to
construct and operate a general aviation terminal, a first-class
lounge, a tourism office and other commercial areas in Merida
International Airport. The access fees earned from Aeropremier were
not material.
On November 25, 1998, we acquired the rights and obligations of
Cancun Air, Dicas and Aeropremier under these agreements effective June 30, 1999
for an aggregate purchase price of U.S.$39.6 million. Although these businesses
were acquired through the termination of outstanding lease agreements, under
Mexican tax law we could be considered the successor to these businesses and
thus could be jointly and severally liable for any tax liabilities related to
the operation of these businesses prior to our acquisition, up to the value of
the acquired businesses and until five years following the date the liability
initially should have been incurred. We are not able to determine the likelihood
of such tax liability, if any. Under the terms of the agreement by which we
acquired these businesses, we are entitled to indemnification from the prior
operators of these businesses in the event that ASUR were required to pay any
such tax liability.
Our Airports
In 2001, our airports served a total of 11.2 million passengers,
approximately 59.0% 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 2001 and 2002 Cancun International Airport
accounted for 68.0% and 70.2% of the passenger traffic volume and 70.3% and
72.2% 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 total traffic volume and air
traffic movements in our nine airports for the periods presented:
Airport Traffic
(in thousands)
Year ended December 31,
---------------------------------------------------------------------
1998 1999 2000 2001 2002
------- ------- -------- -------- --------
Passengers:(1)
Total.............................. 8,187.3 9,597.9 11,448.1 11,240.3 10,996.6
======= ======= ======== ======== ========
Air traffic movements:(2)
Total.............................. 198.1 208.1 207.6 194.9 194.9
======= ======= ======== ======== ========
-----------
Source: The Mexican Airport and Auxiliary Services Agency for periods
through October 31, 1998; ASUR for periods since November 1, 1998.
(1) Passenger data prior to July 1, 1999 do not include the Cancun
charter terminal, because neither ASUR nor our predecessor earned
passenger charges from passengers using the Cancun charter terminal
prior to that date (although access fees equal to 12% of the
passenger charges from passengers using the Cancun charter terminal
were collected prior to that date).
(2) Includes landings and departures, in thousands. Air traffic
movement data include the Cancun charter terminal for all periods,
because ASUR and our predecessor 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(1)
(in thousands)
Year ended December 31,
---------------------------------------------------
1998 1999 2000 2001(1) 2002
------- -------- -------- -------- --------
Cancun Main Terminal ..................... 4,614.2 4,993.9 5,450.6 5,771.3 5,860.8
Cancun Charter Terminal(2) ............... 1,584.0 1,975.9 2,295.5 1,868.7 1,857.2
Total Cancun .......................... 6,198.2 6,969.8 7,746.1 7,640.0 7,718.0
Merida ................................... 842.3 940.6 903.3 919.4 849.6
Cozumel .................................. 585.1 526.8 600.3 565.2 445.9
Villahermosa ............................. 500.4 521.7 528.3 533.2 499.1
Oaxaca ................................... 467.4 477.1 459.8 440.2 433.2
Veracruz ................................. 410.2 467.6 494.1 503.4 479.6
Huatulco ................................. 323.5 338.3 331.4 317.3 268.4
Tapachula ................................ 279.1 289.7 234.4 190.4 176.8
Minatitlan ............................... 165.1 158.2 150.4 131.2 126.0
------- -------- -------- -------- --------
Total ................................. 9,771.3 10,689.8 11,448.1 11,240.3 10,996.6
======= ======== ======== ======== ========
Total excluding Cancun Charter Terminal 8,187.3 8,713.9 9,152.6 9,371.7 9,139.4
======= ======== ======== ======== ========
-----------
Source: The Mexican Airport and Auxiliary Services Agency for periods
through October 31, 1998; ASUR for periods since November 1, 1998.
(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.
(2) The charter terminal in Cancun International Airport began
operating in March 1996. We began operating the terminal on July 1,
1999.
Air Traffic Movements by Airport(1)
Year ended December 31,
------------------------------------------------
1998 1999 2000 2001 2002
------- ------- ------- ------- -------
Cancun(2).................................. 81,253 79,787 83,587 80,900 82,730
Merida..................................... 25,711 27,702 25,680 23,627 22,827
Cozumel.................................... 20,115 17,150 17,670 15,225 14,015
Villahermosa............................... 17,480 20,854 21,142 19,058 18,244
Oaxaca..................................... 15,590 18,742 16,052 14,428 15,479
Veracruz................................... 16,057 19,269 19,103 18,705 19,034
Huatulco................................... 7,038 7,229 5,988 6,213 5,922
Tapachula.................................. 10,039 12,114 13,219 12,317 12,032
Minatitlan................................. 4,773 5,261 5,200 4,431 4,602
------- ------- ------- ------- -------
Total................................... 198,056 208,108 207,641 194,904 194,885
======= ======= ======= ======= =======
-----------
Source: The Mexican Airport and Auxiliary Services Agency for periods
through October 31, 1998; ASUR for periods since November 1, 1998.
(1) Includes departures and landings.
(2) Includes the Cancun charter terminal for all periods, because ASUR
and our predecessor 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,
----------------------------------------------------------
1998 1999 2000 2001 2002
------- ------- ------- ------- -------
Commercial Aviation........................ 141,311 147,961 143,630 137,019 142,877
Charter Aviation........................... 24,438 23,344 27,312 24,565 19,183
General Aviation(2)........................ 32,307 36,803 36,699 33,320 32,825
------- ------- ------- ------- -------
Total................................... 198,056 208,108 207,641 194,904 194,885
======= ======= ======= ======= =======
-----------
Source: The Mexican Airport and Auxiliary Services Agency for periods
through October 31, 1998; ASUR for periods since November 1, 1998.
(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,
--------------------------------------------------------------------------------------------------------------
2000 2001 2002
---------------------------------- ---------------------------------- ----------------------------------
(thousands of (thousands of (thousands of (thousands of (thousands of (thousands of
pesos) dollars)(1) pesos) dollars)(1) pesos) dollars)(1)
Cancun............Ps 899,708 U.S.$ 86,184 Ps. 864,567 U.S.$ 82,818 Ps. 896,225 U.S.$ 85,851
Merida............ 96,646 9,257 95,769 9,173 93,966 9,001
Cozumel........... 61,267 5,868 59,499 5,699 49,439 4,736
Villahermosa...... 52,717 5,049 52,662 5,044 51,176 4,902
Oaxaca............ 43,607 4,177 41,716 3,996 41,412 3,967
Veracruz.......... 49,373 4,729 50,270 4,815 49,838 4,774
Huatulco.......... 32,676 3,130 30,671 2,938 25,007 2,395
Tapachula......... 27,167 2,606 21,839 2,091 20,301 1,945
Minatitlan........ 15,977 1,530 13,633 1,305 13,237 1,268
=----------- --------------- -------------- -------------- -------------- ---------------
Total.......... 1,279,138 122,526 1,230,626 117,879 1,240,601 118,839
============ =============== ============== ============== ============== ======= =======
-----------
Source: ASUR.
(1) Translated into dollars at the rate of Ps. 10.4393 per U.S. dollar,
the Mexican Ministry of Finance exchange rate for Mexican pesos at
December 31, 2002.
Cancun International Airport
Cancun International Airport is our most important airport in terms
of passenger volume, air traffic movements and contribution to revenues. In
2002, 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 419,815. In
2001 and 2002, approximately 5.7 million and 5.9 million passengers,
respectively, traveled through Cancun International Airport's main terminal. Of
these passengers, in 2001 and 2002, 77.3% and 75.6%, respectively, were
international passengers. A substantial majority of the airport's international
passengers (60.1% in 2001 and 69.2% in 2002) 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."
Prior to June 30, 1999, the charter terminal, the general aviation
building that handles private aircraft and the commercial operations in the
satellite wing of the main terminal were operated by third parties. As of June
30, 1999, we acquired the rights to operate these businesses. During 2002,
approximately 1.9 million passengers traveled through the charter terminal in
Cancun International Airport. Combined with the 5.8 million passengers that
traveled through the main terminal in that year, a total of 7.7 million
passengers were served by Cancun International Airport in 2002. We believe this
acquisition has given us greater operational flexibility as a result of our
operation of both terminals at Cancun International Airport.
Cancun is located in the state of Quintana Roo. Cancun and its
surroundings was the most visited international tourism destination in Mexico in
2002, according to the Mexican Ministry of Tourism. According to the Mexican
National Trust for Tourist Development, the Cancun area had approximately 26,074
hotel rooms as of December 31, 2002. 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 one and a half and six 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 49,030 hotel rooms as of December 31,
2002, with an additional 4,459 rooms opened in 2002.
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." We are seeking to
establish joint-marketing arrangements with local tourism organizations and
Mexican government tourism agencies.
As part of our commercial strategy, in the fourth quarter of 2001
we completed an expansion of 8,114 square meters (approximately 87,300 square
feet) and a remodeling of 32,400 square meters (approximately 348,700 square
feet), giving us a main terminal building with a total of 40,514 square meters
(436,100 square feet) of which 7,489 square meters (89,600 square feet) are for
commercial use in Cancun International Airport's main terminal. While all of the
commercial space in the terminal is leased, we are currently pursuing the
eviction of a commercial tenant that occupies a small part of this area. We are
also currently studying the possibility of developing cargo facilities at the
airport.
The airport has one runway with a length of 3,500 meters (2.2
miles). 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 twenty-one 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 40,514 square meters (approximately 436,100
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.
We have been unsuccessful in uniformly enforcing the Ps.10 access
fee that we charge taxis and passenger vans upon entering the airport. While we
are currently in negotiations with the van and taxi companies regarding this
matter, we cannot predict when we will begin collecting the access fee from all
livery vehicles.
Merida International Airport
Merida International Airport serves the inland city of Merida,
which has a population of approximately 705,055, and surrounding areas in the
state of Yucatan. Merida International Airport was our second ranking airport
during 2002 in terms of passenger traffic and contribution to revenues. During
2001 and 2002, Merida International Airport served 919,365 and 849,610
passengers, respectively, the substantial majority of which were domestic. The
airport's most important 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. In 1996, one of the airport's two runways was
refurbished.
Prior to June 30, 1999, certain auxiliary facilities at Merida
International Airport, including a general aviation terminal, a first-class
lounge, a tourism office and other commercial areas, were operated by
Aeropremier de Mexico, S.A. de C.V. As of June 30, 1999, we acquired the rights
to operate these businesses. For a description of this business, see
"--Acquisition of Businesses" above. 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 2001 and 2002, approximately 18,826 and 20,144 metric tons of
cargo, respectively, were transported through Merida International Airport,
making it our leading airport in terms of cargo volume. During these two
periods, Merida represented approximately 46.3% and 50.1%, 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 was entered
into in 1994 by our predecessor and allowed GDS to construct and develop the
airport's air cargo terminal. We are in negotiations with our predecessor
regarding the possible assignment of the lease to us. 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. 8.9 million, of which
Ps. 5.4 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 2001 and 2002, 565,165 and 445,886 passengers, respectively, traveled
through Cozumel International Airport, most of which were international
passengers. Cozumel is the most visited destination for cruise ships in Mexico,
hosting approximately 2.3 million cruise ship visitors in 2002. 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
Houston, Dallas and Cancun. The island of Cozumel has a population of
approximately 60,091.
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 two runways, a commercial runway with a length of
2,700 meters (1.7 miles) and a military runway with a length of 2,500 meters
(1.6 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.
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
330,846. 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 2001 and 2002, the airport served 533,248 and 499,117
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 three 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 251,846.
The airport served 440,187 and 433,296 passengers in 2001 and 2002,
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
457,377. 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 22.4% of all waterborne
cargo handled by Mexican ports in 2002. In 2001 and 2002, the airport served
503,465 and 479,574 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 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 28,327. Huatulco was developed as a tourist resort in the late
1980s. The airport served 317,301 and 268,354 passengers in 2001 and 2002,
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.
In 2002, Club Med closed its Huatulco Village resort and operations
on the property were taken over by Brisas Hotels and Resorts, which partially
opened Las Brisas Hotel to the public in December of 2002.
We intend to capitalize on the seclusion and natural beauty of the
area and its numerous resorts by promoting flights to Huatulco from our other
airports.
Tapachula International Airport
Tapachula International Airport serves the city of Tapachula, which
has a population of approximately 271,674, and the state of Chiapas. In 2001 and
2002, the airport served 190,375 and 176,793 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 476,417. In 2001 and 2002, the airport served
131,229 and 126,009 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, 2002, 45 international airlines and 16 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 2001 and 2002 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
---------------------------------- -------------------------------
2001 2002 2001 2002
------------- ------------- ------------ ------------
Passenger Fees Ps. 143,353.1 Ps. 128,547.1 Ps. 91,041.0 Ps. 82,266.7
Airport and Commercial Services
(including VIP lounges) 34,902.5 29,037.6 27,280.4 23,195.9
------------- ------------- ------------ ------------
Security 2,838.8 2,748.7 1,802.8 1,715.5
------------- ------------- ------------ ------------
Total 181,094.4 160,333.4 120,124.2 107,178.1
============= ============= ============ ============
Airlines and other entities controlled by Cintra, S.A. de C.V., a
holding company of the Mexican government, collectively accounted for
approximately 29.4%, 29.5% and 26.7% of the revenues generated by our airports
in 2000, 2001 and 2002, 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., by January 19, 2004, 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 2001,
American Airlines and Continental Airlines accounted for 5.0% and 6.0%,
respectively, of our total revenues. In 2002, American Airlines and Continental
Airlines accounted for 6.4% and 5.6%, respectively, of our 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, 2001 and 2002:
Principal Air Traffic Customers
Percentage of ASUR Revenues
-------------------------------------
Year ended December 31,
-------------------------------------
2001 2002
Customer ------- ---------
Compania Mexicana de Aviacion, S.A. de C.V.* (Mexicana)...... 14.6% 13.0%
Aerovias de Mexico, S.A. de C.V.* (Aeromexico)............... 10.0% 8.9%
American Airlines............................................ 5.0% 6.4%
Continental Airlines......................................... 6.0% 5.6%
Aerovias Caribe, S.A. de C.V.* (Aerocaribe).................. 4.5% 4.5%
Aviation Support S.A. de C.V................................. 0.7% 4.0%
Lineas Aereas Allegro, S.A. de C.V. ......................... 4.3% 3.5%
Consorcio Aviacsa, S.A. de C.V............................... 3.4% 3.5%
Comercializadora de Productos en Aeropuertos................. 0.3% 2.9%
Aviacion Comercial Especializada S.A. de C.V................. 4.8% 2.8%
Air Routing International Corporation........................ 5.0% 2.7%
American Trans Air........................................... 2.7% 2.5%
Petroservicios de Mexico, S.A. de C.V........................ 2.7% 1.1%
Other..................................................... 36.0% 38.6%
Total..................................................... 100.0% 100.0%
------ ------
------ ------
------------------------
*Denotes airline controlled by the Mexican holding company Cintra, S.A. de C.V.
Aerolineas Azteca is a new airline that has received a passenger
air carrier license from the Ministry of Communications and Transportation.
Currently, Aerolineas Azteca provides regularly scheduled service to our Cancun
airport and may operate at our other airports in the near future.
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.
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 the 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 January 8, 1982, 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 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 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.
Each of our subsidiary concession holders submitted its master
development plan for approval in September 1999. On February 28, 2000, the
Ministry of Communications and Transportation approved the aggregate amount of
each of our investment programs and requested that we resubmit our master
development plans to reflect certain additional information. On July 28, 2000,
the Ministry of Communications and Transportation approved our resubmitted
master development plans. The current terms of the master development plans will
be in effect until December 31, 2003. We expect to submit our next master
development plans to the Ministry of Communications and Transportation for its
review and approval by July 15, 2003, and upon approval these plans are
scheduled to go into effect on January 1, 2004.
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(1)
Year ended December 31,
---------------------------------------------------------------------------------------------------------
2000(1) 2001 2002 2003 Total
----------------- ----------------- ------------------- ---------------- -----------------
(thousands of pesos)
Cancun................. Ps. 295,394 Ps. 161,220 Ps. 60,617 Ps. 16,834 Ps. 534,065
Merida................. 60,901 2,765 6,805 19,105 89,576
Cozumel................ 75,999 32,206 15,798 3,723 127,726
Villahermosa........... 22,660 2,276 23,738 7,845 56,519
Oaxaca................. 46,725 570 8,710 7,838 63,843
Veracruz............... 17,269 28,656 20,635 11,458 78,018
Huatulco............... 11,334 14,950 38,801 4,172 69,257
Tapachula.............. 10,604 18,596 3,061 2,205 34,466
Minatitlan............. 12,862 1,469 8,940 2,449 25,720
------ ----- ----- ----- ------
Total............... Ps. 553,748 Ps. 262,708 Ps. 187,105 Ps. 75,629 Ps. 1,079,190
================= ================= =================== ================ =================
-----------
(1) Reflects committed investments for the period from May 1, 1999 to December
31, 2000.
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.
On February 18, 2000, the Ministry of Communications and
Transportation issued an official communication stating that it had finalized
its review of the compliance of our subsidiary concession holders with their
maximum rates for 1999. In this communication, the Ministry of Communications
and Transportation found that, through no fault of our subsidiary concession
holders, certain variables and information initially used to determine our
maximum rates were not properly reflected in the Rate Regulation. In a
subsequent official communication dated February 28, 2000, the Ministry of
Communications and Transportation, pursuant to the Mexican Airport Law and its
regulations, amended the maximum rates of our subsidiary concession holders from
2000 to 2003 to properly reflect these variables and information. References to
the Rate Regulation in this discussion refer to the Rate Regulation as amended
by these official communications.
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 90.8% and 86.1% of our revenues in 2001 and 2002, 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 May 1, 1999 to December 31, 2003
were set by the Ministry of Communications and Transportation in connection with
the process for the opening of Mexico's airports to investment. These initial
maximum rates are set forth in the concession for each airport.
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)(3)
Year ended December 31,
---------------------------------------------------------------------------------------
1999 2000 2001 2002 2003
-------------- -------------- ------------- ---------------- -----------------
Cancun................... Ps. 101.66 Ps. 100.64 Ps 99.63 Ps. 98.64 Ps. 97.65
Merida................... 77.87 77.10 76.33 75.57 74.81
Cozumel.................. 97.27 96.31 95.35 94.38 93.44
Villahermosa............. 88.70 87.81 86.93 86.07 85.19
Oaxaca................... 84.58 83.72 82.89 82.06 81.23
Veracruz................. 88.82 87.92 87.05 86.18 85.32
Huatulco................. 89.40 88.51 87.63 86.75 85.89
Tapachula................ 104.64 103.60 102.57 101.52 100.51
Minatitlan............... 85.16 84.32 83.47 82.64 81.81
-----------
(1) Expressed in adjusted pesos as of December 31, 2002 based on the Mexican
producer price index (excluding petroleum).
(2) Reflects restatement of maximum rates pursuant to official communication
from the Ministry of Communications and Transportation dated February 28,
2000. Maximum rates for 1999 were revised for reference only.
(3) 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, 2003, the maximum rates applicable to
our airports reflect a projected annual efficiency improvement of 1%.
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. New reference values were
issued in the second quarter of 2001 based on the master
development plans that were approved by the Ministry of
Communications and Transportation on July 28, 2000.
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, 2003, the maximum rates applicable to
our airports reflect a projected annual efficiency improvement of 1%.
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,
2002, the daily minimum wage in Mexico City was Ps.42.15. As a result, the
maximum penalty at such date could have been Ps.2.0 million (U.S.$201,000). 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."
Our concessions provide that during 1999 and 2000 our calculation
of work load units (one passenger or 100 kilograms (220 pounds) of cargo) did
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.
2002, the daily minimum wage in Mexico City was Ps.42.15. As a result, the
maximum penalty at such date could have been Ps.16.9 million (U.S.$1.7 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.
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.
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.
Prior to the opening of Mexico's airports to investment, the
Federal Attorney's Office for the Protection of the Environment required that
environmental audits be performed at each of our airports. Based on the results
of these audits, our predecessor entered into agreements with this agency for
each of our airports in which it undertook to make specified improvements and
take other corrective actions. In connection with the transfer of the management
of the southeast airports from our predecessor, we assumed the obligations under
these environmental agreements. In April 1999, we entered into amended
agreements with this agency revising the actions required to be taken and the
schedule for completion of these actions. While we had previously reflected
environmental liabilities related to these assumed obligations on our balance
sheet in past years, we believe that we have satisfactorily completed the
actions we were required to take. Accordingly, our balance sheets as of December
31, 2001 and 2002 do not reflect any such environmental liabilities.
Additionally, 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.
Organizational Structure
The following table sets forth our consolidated subsidiaries as of
December 31, 2002, including the ownership interest:
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%
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.
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 presented in Item 18 of this Form 20-F. 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 and those of our predecessor.
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.
Changes Resulting from Opening of Mexican Airport Sector to Private Investment
Prior to November 1, 1998, the Mexican Airport and Auxiliary
Services Agency operated our nine airports as part of a single network that
included substantially all of Mexico's principal airports. On November 1, 1998,
the operations of our nine airports were transferred to us, although the Mexican
Airport and Auxiliary Services Agency continued to manage our airports through
April 19, 1999 under a management services agreement. During the transition from
management of our business by our predecessor to our management, our business
experienced several significant changes which affected the combined results of
operations of our nine airports.
First, prior to November 1, 1998, our predecessor recorded
depreciation expense for the infrastructure assets related to our nine airports.
We began operating the nine southeast region airports on November 1, 1998
pursuant to concessions held by our subsidiaries. Under the terms of these
concessions, our subsidiaries are entitled to operate, maintain and develop our
nine airports, although the infrastructure relating to these airports continues
to be owned by the Mexican nation. We have allocated the costs incurred to
acquire our concessions to the rights to use airport facilities, based on the
results of an independent appraisal, and to certain environmental liabilities
assumed. The excess cost was allocated to airport concessions. Note 2(e) to our
financial statements provides a more detailed discussion of this allocation.
Beginning November 1, 1998, we began amortizing our investment in the nine
concessions for financial reporting purposes on a straight-line basis over the
initial fifty-year term of the concessions. The amount allocated to the rights
to use the airport facilities is being amortized over the remaining estimated
useful lives of the assets.
Second, the Mexican Airport and Auxiliary Services Agency was
required to pay the Mexican government a usage fee. This fee was assessed at an
annual rate of 5.8% of each airport's consolidated assets at period-end. This
fee ceased to apply to the nine southeast region airports upon their transfer to
us on November 1, 1998. Beginning November 1, 1998, we became subject to the
Mexican Federal Duties Law, which requires each of our subsidiary concession
holders to pay a concession fee to the Mexican government, which is currently
equal to 5% of the gross annual revenues of each concession holder obtained from
the use of public domain assets pursuant to the terms of its concession.
Third, the Mexican Airport and Auxiliary Services Agency was not
required to pay income taxes, while we and each of our subsidiaries are subject
to the tax regime applicable to Mexican corporations. Mexican companies are
generally required to pay the higher of their income tax liability (determined
at a rate of 35% for 1999 through 2002, 34% for 2003, 33% for 2004 and 32%
thereafter) 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 with Mexican residents excluding those with financial institutions
or their intermediaries)). To the extent a company is required to pay the asset
tax in any year, the portion of that tax that exceeds the company's income tax
liability may be credited against the company's income tax liability in
subsequent years. We are amortizing our investment in our concessions for tax
purposes at rates ranging from 6% to 10%. We expect this accelerated
depreciation to allow us to reduce our current income tax and employee statutory
profit sharing payments. We will continue to record a deferred tax provision in
our financial statements with respect to these amounts. Mexican companies are
generally exempt from the asset tax during the first three full fiscal years
following the commencement of operations (which in our case occurred on November
1, 1998). Accordingly, we were exempt from the asset tax until December 31,
2001. In 2002, we and each of our subsidiaries paid an aggregate of Ps.155.9
million in asset taxes. 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, other than its chief executive officer.
Fourth, beginning April 19, 1999 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."
Passenger Traffic Volume and Composition
To date, a substantial majority of the revenues generated from our
nine airports have been earned from aeronautical services. For example, in 2001
and 2002, 84.9% and 80.7%, respectively, of our revenues were derived from
aeronautical services and 15.1% and 19.3%, respectively, of our revenues were
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 each of 2001 and 2002, passenger charges
represented 73.9% of our aeronautical revenues and 62.7% and 59.6%,
respectively, of our consolidated revenues. Passenger charges in the past have
represented at least half of the total revenues earned at our nine airports.
Thus, 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 each of 2001 and 2002, for example, approximately
59.0% and 58.3%, respectively, of the passengers using our airports were
international and the remaining 41.0% and 41.7%, respectively, were domestic.
During 2001 and 2002, 40.0% and 37.4%, of our total revenues were derived from
passenger charges collected from international passengers.
Of the international passengers traveling through our airports, a
majority historically have traveled on flights originating in or departing to
the United States. In 2001 and 2002, for example, approximately 40.4% and 40.4%,
respectively, of the total passengers and approximately 68.4% and 69.2%,
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 conditions, particularly trends affecting leisure travel and consumer
spending. Many of these factors affecting the passenger traffic volume and the
mix of passenger traffic in our airports are beyond our control.
Passenger Traffic Following September 11, 2001
The terrorist attacks on the United States on September 11, 2001
have had a severe adverse impact on the global air transport industry. At our
airports, air passenger traffic decreased substantially following the attacks.
The following chart reflects the impact of the decrease in passenger traffic
after September 11 on an airport-by-airport basis as compared to prior periods.
Passenger Traffic(1)
(In thousands of passengers, except percentages)
September October-December January-December
------------------ % -------------------- % --------------------- %
2000 2001 change 2000 2001 change 2001 2002 change
------ ------- ------- -------- -------- -------- ---------- ---------- --------
Cancun............. 494.4 414.6 (16.1) 1,670.0 1,450.6 (13.1) 7,640.0 7,718.0 1.0
Merida............. 62.9 57.5 (8.6) 225.2 206.9 (8.1) 919.4 849.6 (7.6)
Cozumel............ 30.9 22.0 (28.8) 107.4 83.8 (22.0) 565.2 445.9 (21.1)
Villahermosa....... 42.9 39.5 (7.9) 136.4 126.5 (7.3) 533.2 499.1 (6.4)
Oaxaca............. 32.0 29.7 (7.1) 117.1 107.4 (8.3) 440.2 433.2 (1.6)
Veracruz........... 38.9 36.8 (5.4) 126.2 117.7 (6.7) 503.4 479.6 (4.7)
Huatulco........... 17.4 15.8 (9.2) 77.7 63.6 (18.1) 317.3 268.4 (15.4)
Tapachula.......... 16.3 14.3 (12.3) 51.3 44.5 (13.2) 190.4 176.8 (7.1)
Minatitlan......... 12.4 10.7 (13.7) 36.4 32.0 (12.1) 131.2 126.0 (4.0)
------ ------- ------- -------- -------- -------- ---------- ---------- --------
Total.......... 748.1 640.9 (14.3) 2,547.7 2,233.0 (12.4) 11,240.3 10,996.6 (2.2)
====== ======= ======= ======== ======== ======== ========== ========== ========
--------------------
(1) Passenger figures exclude transit and general aviation passengers.
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.
On May 1, 1999, revenues from our airports became 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. 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, 2003. In 2001 and 2002, approximately 90.8% and 86.1%,
respectively, of our total revenues and approximately 39.3% and 28.2%,
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.
The following table sets forth our revenues for the years ended
December 31, 1999, 2000, 2001 and 2002, based on the categories of services
established under the Mexican Airport Law.
Year ended December 31,
-----------------------------------------------------------------------------------
2000 2001 2002
-------------------------- ----------------------------- --------------------------
(thousands of pesos, except percentages)
Amount Percent Amount Percent Amount Percent
---------------- -------- ------------------ ---------- --------------- ---------
Regulated Revenues:
Airport Services(1) ........................ Ps. 1,164,818 91.1% Ps. 1,117,991 90.8% Ps. 1,068,737 86.1%
Non-regulated Revenues:
Access fees from non-permanent ground
transportation.............................. 14,972 1.1% 3,144 0.3% 2,251 0.2%
Car parking and related access fees......... 8,899 0.7% 12,906 1.0% 15,229 1.2%
Other fees.................................. 1,039 0.1% 949 0.1% 1,748 0.1%
Complementary Services(1)................... 953 0.1% 0 0.0% 0 0.0%
Commercial Services......................... 84,186 6.6% 88,519 7.2% 146,184 11.8%
Other Services.............................. 4,271 0.3% 7,117 0.6% 6,452 0.5%
-------------- ------ --------------- ------ -------------- ------
Total ..................................... Ps. 1,279,138 100.0% Ps. 1,230,626 100.0% Ps. 1,240,601 100.0%
============== ====== =============== ====== ============== ======
-------------------
Access fees charged to third parties providing complementary services in our
airports are recorded under regulated airport services.
Effects of Devaluation and Inflation
The following table sets forth, for the periods presented:
o the percentage that the Mexican peso devalued 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,
----------------------------------
2000 2001 2002
------- ---------- -------
Depreciation (appreciation) of the Mexican Peso
as compared to the U.S. dollar(1).......................... 0.61% (4.2)% 13.8%
Mexican inflation rate(2)..................................... 8.9% 4.4% 5.7%
U.S. inflation rate(3)........................................ 3.4% 1.6% 2.0%
Change in Mexican gross domestic product(4)................... 6.9% (0.3)% 0.9%
-----------
(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.9.5143 per U.S. dollar
as of December 31, 1999, Ps.9.5722 per U.S. dollar as of December 31,
2000, Ps.9.1695 per U.S. dollar as of December 31, 2001 and Ps. 10.4393
per U.S. dollar as of December 31, 2002.
(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: 308.9 in 1999, 336.6 in 2000, and 351.4 in 2001 and
371.4 in 2002.
(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, the devaluation 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 Mexican
and 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.
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 devaluation rate 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.
o Maximum rates--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 30 to 60 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
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.
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,
--------------------------------------------------------------
2000 2001 2002
------------------ ---------------- --------------
(millions of pesos)
Aeronautical Services:
Passenger charges.................. Ps 825.6 Ps. 772.0 Ps. 740.0
Landing charges..................... 104.2 104.6 100.5
Aircraft parking charges............ 124.7 130.1 119.6
Airport security charges............ 15.4 16.0 16.4
Passenger walkway charges........... 21.1 22.3 24.9
------------------ ---------------- --------------
Total............................. 1,091.0 1,045.0 1,001.4
------------------ ---------------- --------------
Non-aeronautical Services:
Leasing of space.................... 84.2 98.9 81.2
Access fees from catering........... 17.1 14.9 10.6
Access fees from ground transport... 17.7 20.9 22.8
Other access fees................... 52.0 41.6 115.7
Other ............................. 17.1 9.3 8.9
------------------ ---------------- --------------
Total............................. 188.1 185.6 239.2
Total Revenues:................. Ps. 1,279.1 Ps 1,230.6 Ps. 1,240.6
------------------ ---------------- --------------
Operating Results by Airport
The following table sets forth our results of operations for the
periods presented.
Year Ended December 31,
------------------------------------------------------------
2000 2001 2002
--------------- ------------------------ -----------------
Airport Operating Results
------------------------------------------------------------
(millions of pesos)
Cancun:
Revenues:
Aeronautical services................... Ps. 766.7 Ps. 737.6 Ps 727.9
Non-aeronautical services............... 133.0 126.9 168.3
Total revenues....................... 899.7 864.5 896.2
Operating income........................ 409.7 384.2 381.3
Merida:
Revenues:
Aeronautical services................... 78.2 77.7 70.8
Non-aeronautical services............... 18.4 18.1 23.2
Total revenues....................... 96.6 95.8 94.0
Operating income........................ 9.7 14.5 8.2
Cozumel:
Revenues:
Aeronautical services................... 52.0 48.8 37.4
Non-aeronautical services............... 9.3 10.7 12.0
Total revenues.. .................... 61.3 59.5 49.4
Operating (loss) income................. 5.1 8.5 (4.7)
Other:(1)
Revenues:
Aeronautical services................... 194.1 180.9 165.3
Non-aeronautical services............... 27.4 29.9 35.7
Total revenues....................... 221.5 210.8 201.0
Operating (loss) income................. 2.5 (8.5) (29.6)
Total:
Revenues:
Aeronautical services................... 1,091.0 1,045.0 1,001.4
Non-aeronautical services............... 188.1 185.6 239.2
Total revenues....................... 1,279.1 1,230.6 1,240.6
Operating income........................ 427.0 398.7 355.2
-----------
(1) Reflects the results of operations of Servicios Aeroportuarios del
Sureste, S.A. de C.V. (our administrative services subsidiary), 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,
---------------------------------------------------------
2000 2001 2002
--------------- -------------------- ------------------
(thousands of pesos)
Revenues:
Aeronautical services................................................ Ps. 1,091,016 Ps. 1,045,033 Ps. 1,001,380
Non-aeronautical services............................................ 188,122 185,593 239,221
Total revenues ................................................. 1,279,138 1,230,626 1,240,601
Operating Expenses:
Cost of services ................................................. (298,083) (304,621) (343,922)
General and administrative expenses............................... (111,633) (105,269) (106,989)
Technical assistance(1)........................................... (57,948) (40,256) (37,425)
Concession fee(2)................................................. (63,914) (61,522) (61,994)
Depreciation and amortization..................................... (320,584) (320,208) (335,100)
Total operating expenses..................................... (852,162) (831,876) (885,430)
Operating income ................................................. 426,976 398,750 355,171
Comprehensive Financing Cost:
Interest income, net 40,771 82,094 46,793
Exchange gains (losses), net...................................... (3,495) (5,482) 11,956
Loss from monetary position....................................... (53,069) (39,730) (31,579)
Net comprehensive financing (cost) income.................... (15,793) 36,882 27,170
Income before income taxes and employees' statutory profit sharing 411,183 435,632 382,341
Benefit from (provision for) income taxes and employees'
statutory profit sharing........................................ (179,901) (161,402) (151,514)
Extraordinary item................................................ 0 (7,071) (10,542)
Net income........................................................ 231,282 267,159 220,285
Other Operating Data (Unaudited):
Operating margin(3)............................................... 33.4% 32.4% 28.6%
Net margin(4)..................................................... 18.1% 21.7% 17.8%
-----------
(1) Beginning April 19, 1999, we are required to pay ITA a technical
assistance fee based on the technical assistance agreement. This fee is
described in "History and Development of the Company--Investment by ITA"
under Item 4.
(2) Beginning November 1, 1998, 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, 2002 Compared to the Year
ended December 31, 2001
Revenues
Total revenues for 2002 were Ps.1,240.6 million, 0.8% higher than
the Ps.1,230.6 million recorded in 2001. The increase in total revenues resulted
primarily from an increase in commercial revenues resulting from the opening of
new, improved commercial spaces at the Cancun, Merida and Cozumel airports in
the last quarter of 2001, which was partially offset by a decrease in revenues
from aeronautical services resulting from a decrease in operations and
international passenger traffic following the events of September 11, 2001.
Our revenues from aeronautical services, net of rebates, decreased
4.2% to Ps.1,001.4 million in 2002 from Ps.1,045.0 million in 2001, primarily as
a result of a decrease in operations and international passenger traffic.
Revenues from passenger charges decreased 4.1% to Ps. 740.0 million in 2002
(73.9% of our aeronautical revenues during the period) from Ps.772.0 million in
2001 (73.9% of our aeronautical revenues during the period). Other sources of
aeronautical revenues were substantially the same in both periods.
Revenues from non-aeronautical services increased 28.9% to Ps.
239.2 million in 2002 from Ps.185.6 million in 2001, principally due to the
opening of new, improved commercial spaces at the Cancun, Merida and Cozumel
airports in the last quarter of 2001.
Our revenues from regulated sources of revenues in 2002 were
Ps.1,068.7 million, a 4.4% decrease compared to Ps.1,118.0 million in 2001,
mainly reflecting the decrease in passenger traffic volume described above.
During 2002, Ps.171.9 million of our revenues were from non-regulated sources of
revenues, 52.6% more than the Ps.112.7 million of revenues from non-regulated
sources of revenues in 2001. This increase was primarily due to increased
commercial revenues from the new commercial spaces opened at the airports in
Cancun, Merida and Cozumel in the last quarter of 2001.
Operating Expenses and Operating Income
Total operating expenses were Ps.885.4 million in 2002, a 6.4%
increase from the Ps. 831.9 million recorded as operating expenses in 2001. As a
percentage of total revenues, operating expenses increased to 71.4% of total
revenues in 2002 from 67.6% of total revenues in 2001. The increase in total
operating expenses resulted primarily from an increase in the cost of services,
which was partially offset by a decline in technical assistance fees for the
period, as explained below.
Cost of services increased 12.9% to Ps.343.9 million in 2002 from
Ps.304.6 million in 2001. The increase was principally due to the cost of
renewing third party liability insurance and acquiring additional insurance
coverage against terrorist acts. Additionally, the cost of services for the year
was impacted by increases in maintenance and energy costs, as new commercial
areas opened in the fourth quarter of 2001.
General and administrative expenses increased 1.6% to Ps.107.0
million in 2002 from Ps.105.3 million in 2001. This increase was primarily
attributable to a wage increase granted to non-unionized employees during the
second quarter of 2002.
Technical assistance fees paid by ASUR decreased by 7.2% to Ps.37.4
million in 2002 from Ps. 40.3 million in 2001 and concession fees paid by ASUR
increased by 0.8% to Ps. 62.0 million in 2002 from Ps. 61.5 million in 2001.
Technical assistance fees decreased in 2002 because these fees are based on
operating results, which decreased by 3.8%. 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 "Related Party
Transactions." Technical assistance fees are calculated by the greater of a
fixed dollar amount or 5% of ASUR's 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). The fixed dollar amount decreases during the
agreement's initial five years. For further information regarding the
calculation of the technical assistance fees and its minimum annual level, see
"Item 4. Information on the Company--History and Development of the
Company--Investment by ITA." The increase in concession fees is principally due
to the year-to-date increase in overall revenues. 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.
Depreciation and amortization costs increased by 4.6% to Ps. 335.1
million in 2002 from Ps.320.2 million in 2001. This increase was principally due
to additional depreciation of new commercial space at our three largest airports
during the fourth quarter of 2001.
Operating income decreased 10.9% to Ps.355.2 million in 2002 from
Ps.398.8 million in 2001. This decrease in operating income was primarily a
result of increases in costs and expenses for the year, as discussed above.
Operating income for Cancun International Airport decreased by 0.7%
to Ps. 381.3 million in 2002 from Ps.384.2 million in 2001. Operating income for
our eight other airports, on an aggregate basis, changed to an operating loss of
Ps. 17.8 million in 2002 from an operating income of Ps. 25.4 million in 2001.
During 2002, revenues and passenger traffic volume in those eight airports
decreased 5.9% and 8.9%, respectively, from 2001. We believe that these declines
resulted from a decline in domestic and international passenger traffic due to
the events of September 11, 2001 in the United States. Cozumel airport was hit
the hardest by the decline in international traffic due to a decrease in North
American tourists who represent the great majority of travelers to this resort
island. In addition, domestic passenger traffic to Cozumel airport was impacted
by the suspension of flights to Cozumel by Aeroferinco, a Mexican airline. We
cannot predict whether these trends are likely to continue in the future.
Comprehensive Financing Result
Net comprehensive financing result decreased 26.3% to income of
Ps.27.2 million in 2002 as compared to income of Ps.36.9 million in 2001,
primarily due to a decrease in net interest income from a lower average cash
balance in 2002 due to dividends paid in the second quarter of 2002.
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) decreased by 6.1% to Ps.151.5 million in 2002 to a
Ps.161.4 million provision in 2001, primarily due to the tax rate reduction for
future periods effective January 1, 2002, which was partially off-set by the
asset tax of 155.6 million that we were subject to in 2002. Ps. 31.2 million of
this asset tax was expensed and Ps. 124.4 million was capitalized as a
recoverable asset tax.
Net Income
Net income decreased 17.5% from Ps.267.2 million in 2001 to
Ps.220.3 million in 2002, principally as a result of an increase in operating
expenses.
Results of Operations for the Year ended December 31, 2001 Compared to the Year
ended December 31, 2000
Revenues
Total revenues for 2001 were Ps.1,230.6 million, 3.8% less than the
Ps.1,279.1 million recorded in 2000. This decrease in total revenues resulted
primarily from a 4.2% decrease in revenues from aeronautical services in 2001 as
compared to 2000, which principally reflected the decline in passenger traffic
following September 11, 2001. To a lesser extent, the decrease in total revenues
reflected the impact of a 1.0% decrease in non-aeronautical revenues over the
same period.
Our revenues from aeronautical services, net of rebates, decreased
4.2% to Ps.1,045.0 million in 2001 from Ps.1,091.0 million in 2000, primarily as
a result of decreased revenues from passenger charges. Revenues from passenger
charges decreased 6.5% from Ps.825.6 million in 2000 (75.7% of our aeronautical
revenues during the period) to Ps.772.0 million in 2001 (73.9 % of our
aeronautical revenues during the period). The decrease in aeronautical revenues
was partially offset by higher revenues from aircraft parking charges, which
increased to Ps.130.1 million during 2001 from Ps.124.7 million during 2000,
principally as a result of longer airplane parking periods, which was offset by
the decrease in air traffic volume. Other sources of aeronautical revenues were
substantially the same in both periods.
Revenues from non-aeronautical services decreased 1.3% to Ps. 185.6
million in 2001 from Ps.188.1 million in 2000, mostly due to a decline in other
access fees.
Our revenues from regulated sources of revenues in 2001 were
Ps.1,118.0 million, as compared to Ps.1,164.8 million in 2000, mainly reflecting
the decrease in passenger traffic volume described above. During 2001, Ps.112.6
million of our revenues were from non-regulated sources of revenues, 1.5% less
than the Ps.114.3 million of revenues from non-regulated sources of revenues in
2000.
Operating Expenses and Operating Income
Total operating expenses were Ps.831.9 million in 2001, a 2.4%
decrease from the Ps.852.2 million recorded as operating expenses in 2000. As a
percentage of total revenues, operating expenses increased from 66.6% of total
revenues in 2000 to 67.6% of total revenues in 2001. The decrease in total
operating expenses in absolute terms principally resulted from concession fees
and general administrative expenses, which more than offset an increase in cost
of services.
Cost of services increased 2.2% to Ps.304.6 million in 2001 from
Ps.298.1 million in 2000. The increase principally reflected higher expenses
related to security services in 2001, as these services are now provided by
external personnel. The increase was partially offset by a 17.4% year-over-year
decline in personnel costs.
General and administrative expenses decreased to Ps.105.3 million
in 2001 from Ps.111.6 million in 2000. This decrease was primarily attributable
to the outsourcing of security services discussed above.
Technical assistance fees decreased by 30.5% and concession fees
decreased by 3.7% from 2000 to 2001. The decrease in concession fees is
principally due to lower revenues in 2001. The decrease in technical assistance
fees was mainly due to the scheduled reduction in the minimum fixed dollar
amount of the fee in 2001, as compared to 2000. Because of this decrease,
technical assistance fees in 2001 were based on operating results. For further
explanation of the calculation of the technical assistance fees and its minimum
annual level, see "Item 4. Information on the Company--History and Development
of the Company--Investment by ITA."
Depreciation and amortization costs were substantially the same in
2001 as they were in 2000, at Ps.320.5 million.
Operating income decreased 6.6% to Ps.398.7 million in 2001 from
Ps.427.0 million in 2000. This decrease in operating income was primarily a
result of the 3.8% decrease in revenue from 2000 to 2001, which more than offset
the 2.4% decrease in total operating expenses during the same period.
Operating income in Cancun International Airport decreased by 6.2%
during 2001 as compared to 2000. Operating income in each of our eight other
airports declined or remained substantially the same during 2001 as compared to
2000. During 2001, revenues and passenger traffic volume in those eight airports
generally were less than or substantially the same as the corresponding figures
during 2000. We believe that the lack of income growth at those eight airports
was due to a decrease in domestic passenger traffic volume that reflected local
conditions, including decreased local economic activity at Coatzacoalcos, higher
costs of travel due to less local carrier competition, the closing of a major
resort facility at Huatulco and decreased domestic tourism as Mexicans took
advantage of the strong peso and traveled abroad. We cannot predict whether
these trends are likely to continue in the future.
Comprehensive Financing Cost
Comprehensive financing cost produced net income of Ps.36.9 million
in 2001 as compared to a net expense of Ps.15.8 million recorded in 2000,
primarily due to an increase in net interest income principally reflecting
higher cash balances in 2001.
Income Taxes and Employees' Statutory Profit Sharing
We recorded a Ps.161.4 million provision for income taxes and
employees' statutory profit sharing (all of which represented deferred income
taxes and deferred employees' statutory profit sharing) in 2001, as compared to
a Ps.180.0 million provision (all of which represented deferred income taxes and
deferred employees' statutory profit sharing) in 2000.
Net Income
Net income increased 15.5% from Ps.231.3 million in 2000 to
Ps.267.2 million in 2001, principally as a result of our comprehensive financing
income in 2001.
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, to increase our cash balances and to fund the
acquisition cost of three businesses that we began operating July 1, 1999. In
addition, in 2002 we used Ps.469.3 million for the payment of dividends. These
three businesses, which were previously operated by third parties in two of our
airports, were acquired for an aggregate purchase price of U.S.$39.6 million
(U.S.$11.9 million of which was paid in cash at June 30, 1999 and U.S.$27.7
million of which was paid on June 30, 2000 upon the maturity of the notes issued
in connection with the acquisitions). These acquisitions and their impact on our
results of operations are more fully described in Note 6 to our financial
statements.
In 2002, we generated Ps.561.2 million in resources from operating
activities. Our resources used in financing activities were Ps.728.2 million,
reflecting the payment of dividends in the second quarter of 2002 and our
resources used in investing activities were Ps.265.1 million in 2002 for the
acquisition of fixed assets.
In 2001, we generated Ps.674.0 million in resources from operating
activities. During the same period there was no financing activity and therefore
no financing resources were generated or used. Resources used in investing
activities were Ps.362.9 million, reflecting the expansion and remodeling of the
main terminals at Cancun, Cozumel and Merida airports and the purchase of
machinery, furniture and equipment.
In 2000, we generated Ps.785.9 million in resources from operating
activities. During that year, our resources used in financing activities were
Ps.326.1 million, reflecting the payment at maturity on June 30, 2000 of the
notes incurred to finance a portion of the acquisition of the three businesses
acquired on June 30, 1999. Resources used in investing activities were Ps.233.3
million, reflecting purchases of machinery, furniture and equipment.
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 July 28, 2000, the Ministry of Communications and
Transportation approved each of our master development plans. The current terms
of the master development plans will be in effect until December 31, 2003. We
expect to submit our next master development plans to the Ministry of
Communications and Transportation for its review and approval by July 15, 2003.
Upon approval, these plans are scheduled to go into effect on January 1, 2004.
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 our new master development
plans.
Committed Investments
Year ended December 31,
---------------------------------------------------------------------------------------------------------
2000(1) 2001 2002 2003 Total
----------------- ---------------- ----------------- ---------------- --------------
(thousands of pesos)
Cancun................. Ps. 295,394 Ps. 161,220 Ps. 60,617 Ps. 16,834 Ps. 534,065
Merida................. 60,901 2,765 6,805 19,105 89,576
Cozumel................ 75,999 32,206 15,798 3,723 127,726
Villahermosa........... 22,660 2,276 23,738 7,845 56,519
Oaxaca................. 46,725 570 8,710 7,838 63,843
Veracruz............... 17,269 28,656 20,635 11,458 78,018
Huatulco............... 11,334 14,950 38,801 4,172 69,257
Tapachula.............. 10,604 18,596 3,061 2,205 34,466
Minatitlan............. 12,862 1,469 8,940 2,449 25,720
----------------- ---------------- ----------------- ---------------- --------------
Total............ Ps. 553,748 Ps. 262,708 Ps. 187,105 Ps. 75,629 Ps. 1,079,190
================= ================ ================= ================ ==============
-----------
(1) Reflects committed investments for the peri from May 1, 1999 to December
31, 2000.
The following table sets forth our historical capital expenditures,
in the periods indicated.
Capital Expenditures
Year ended December 31, (thousands of pesos)(1)
----------------------- -----------------------
1998.................................... Ps. 235,317
1999.................................... 44,854
2000.................................... 233,328
2001.................................... 362,914
2002.................................... 265,071
-------
(1) Expressed in constant pesos with purchasing power as of December 31, 2002.
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. 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 operation in this Item 5. Some of these policies are discussed
below. Critical accounting policies are defined as those that are both important
to the portrayal of our financial condition and results that 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 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
credits 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.
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 for continued appropriateness. 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 2047, 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. 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 permitted by accounting literature. The aggregate net
cash flows from all of our airports exceed 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 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
change in the 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 2002, we were subject to the asset tax, which can be
credited against taxable income for a period of ten years. Deferred tax assets,
deferred employees' statutory profit sharing assets and recoverable asset tax
are subject to valuation allowances if we estimate that there is a high
probability that the assets will be able to be realized. We 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 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 2047,
significant management judgment is required in determining any valuation
allowance.
Contingent Liabilities
We are a party to a number of legal proceedings. In addition,
certain legal proceedings have been initiated against the Ministry of
Transportation and Communication which may have a negative impact on our
financial condition. 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 differ in certain respects from U.S. GAAP. See Note 15 to our
financial statements. Net income (loss) under U.S. GAAP was Ps.315.9 million,
Ps.311.7 million and Ps.(345.9) million for the years ended December 31, 2000,
2001 and 2002, respectively.
The difference in net income from 2001 to 2002 under U.S. GAAP
resulted principally from amendments to the Mexican Income Tax Law effective
January 1, 2002. Under these amendments, the income tax of 35% in 2002 will
gradually be reduced by 1% per year until it reaches 32% in 2005. As a result,
ASUR recognized an adjustment to deferred taxes and took a charge to income of
Ps. 286.4 million. In addition, under U.S. GAAP we recognized a charge for taxes
on dividends paid of Ps. 258.9 million.
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 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.
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 seven 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 and Chairman (also President March 19, 1999
and Acting Chief Executive Officer)
Aaron Dychter Poltolarek.....................Director March 19, 1999
Martha Miller de Lombera.....................Director February 28, 2001
Fernando Gutierrez Ochoa(2)..................Director April 28, 2003
Ricardo Guajardo Touche......................Director February 28, 2001
George Vojta.................................Director April 28, 2003
Francisco Garza Zambrano.....................Director February 28, 2001
-----------
(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 Sanchez Salmeron
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
President and Acting Chief Executive Officer. 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 48 years
old.
Aaron Dychter Poltolarek. Mr. Dychter is a member of our board of directors and
has been Under-Secretary of Transportation of the Ministry of Communications and
Transportation since December, 1994. Previously, Mr. Dychter was Chief of the
Investment, Energy and Industry Unit of the Under-Secretary of Expenditures of
the Ministry of Finance and Public Credit, Chief of the Investment Unit of the
Under-Secretary of Budget Control of the Ministry of Finance and Public Credit,
Coordinator of Advisors to the Under-Secretary of Budget of the Ministry of
Budget and Director General of Energy Policy of the Ministry of Energy, Mining
and Industry. Currently, Mr. Dychter is a member of the board of directors of
Grupo Aeroportuario del Pacifico, S.A. de C.V., Grupo Aeroportuario del Centro
Norte, S.A. de C.V. and Grupo Aeroportuario de la Ciudad de Mexico, S.A. de
C.V., as well as of the subsidiaries of last two of these companies. He is 52
years old.
Martha Miller de Lombera. Ms. Miller is a member of our board of directors and
was Vice-President and General Manager of Procter & Gamble Latin America North
until her retirement in April 2001. She currently serves on the board of
directors of United Way International and was previously a board member of the
American Chamber of Commerce of Mexico City. She is 55 years old.
Fernando Gutierrez Ochoa. Mr. Gutierrez is a member of our board of directors
and has been the Corporate Director of Construction of Grupo Tribasa since 1991.
Mr. Gutierrez was a founding partner of the construction company COGUTSA, S.A.
de C.V., where he also served as director from 1989 to 1991. He is a member of
the board of directors of the Association of Mining Engineers, Metallurgists and
Geologists of Mexico and is an active member in several other professional and
academic organizations. He is 36 years old.
Ricardo Guajardo Touche. Mr. Guajardo is a member of our board of directors and
has been President of Grupo Financiero BBVA Bancomer, S.A. since 2000. He was 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 55
years old.
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 67 years old.
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 48 years old.
Executive Officers
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.
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, our director and Chairman, was named by the Board of
Directors to serve as acting Chief Executive Officer. We have begun a search for
a new Chief Executive Officer. Mr. Guns will remain employed by ASUR in a
consulting capacity until June 30, 2003 to assist with the transition.
As of January 25, 2002, Ricardo Sanchez resigned from his position
as Director of Commercial Activities. We have begun our search for a new
Director. Until we hire a new Director, Manuel Gutierrez Sola is acting as
Director of Commercial Activities.
As of January 25, 2003, Maria Felisa Perez Luengo resigned from her
position as Director of Operations. We have begun our search for a new Director
of Operations. Until we hire a new Director, Hector Navarrete Munoz is serving
in the role of Acting Director of Operations. Currently, the position of
Director of Operations remains vacant.
The following table lists our executive officers, their current
position and their year of appointment as an executive officer:
Executive
Name Principal occupation Officer since
---- -------------------- -------------
Kjeld Binger*............ President and Acting Director June 2, 2003
General
(acting chief executive officer)
Adolfo Castro Rivas*..... Director of Finance January 24, 2000
(chief financial officer)
Hector Navarrete Munoz... Acting Director of Operations January 15, 2003
(acting chief operating officer)
Claudio Gongora Morales.. General Counsel April 19, 1999
Manuel Gutierrez Sola.... Acting Director of Commercial October 31, 2002
Activities
-----------
*Appointed by ITA, as holder of series BB shares.
Kjeld Binger. Mr. Binger is our President and Acting 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 48 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 39 years old.
Hector Navarrete Munoz. Mr. Navarrete is the Acting Director of Operations of
ASUR. 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 46 years old.
Caudio 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 51 years old.
Manuel Gutierrez Sola. Mr. Gutierrez has been our Acting Director of Commercial
Activities since October, 2002. Prior to joining ASUR, Mr. Gutierrez was Chief
Operation Officer of G. Accion S.A. de C.V. and Machinery and Equipment Manager
of Gutsa Construcciones, S.A. de C.V. He is 40 years old.
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 Emilio Carrera
Cortes, with Miguel Angel Rubio Bravo as alternate, who were proposed by NAFIN,
and Rafael Maya Urosa, with Manuel Leyva Vega as alternate, who are both
partners at PricewaterhouseCoopers and who were appointed by ITA, as holder of
series BB shares, as well as by our Series B shareholders.
Compensation of Directors and Executive Officers
For the year ended December 31, 2002 the aggregate compensation
earned by our executive officers was approximately Ps. 10.2 million. Directors
received Ps.3.6 million in aggregate compensation for the year ended December
31, 2002.
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,
Samuel Podolsky, Francisco Garza Zambrano and Kjeld Binger. One position on the
Operating Commttee 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 ensuring that our board of directors, our officers and the
officers of our subsidiaries comply with the bylaws, applicable law and general
guidelines required to be prepared under the bylaws. 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. 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 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. We intend to fully comply with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules issued thereunder
by the U.S. Securities and Exchange Commission with respect to the composition
and functions of our Audit Committee within the timeframe provided. The current
members of the Audit Committee are Ricardo Guajardo Touche, Luis Sanchez
Salmeron and George Vojta. 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 Miguel Alvarez,
Kjeld Binger and Adrian F. Esteve Tarraga. 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 Samuel Podolsky. A secretary has also been
appointed who is not a member of the committee.
Employees
The following table sets forth the number of employees in various
positions as of the end of 2000, 2001 and 2002.
As of December 31, 2000 As of December 31, 2001 As of December 31, 2002
----------------------- ----------------------- -----------------------
Administrative Employees
Mexico City.................... 105 123 123
Cancun Airport................. 52 70 69
Cozumel Airport................ 10 12 13
Huatulco Airport............... 11 12 14
Merida Airport................. 26 34 35
Minatitlan Airport............. 12 13 13
Oaxaca Airport................. 11 13 12
Tapachula Airport.............. 13 15 15
Veracruz Airport............... 13 16 18
Villahermosa Airport........... 10 10 11
------ ------ ------
Total Administrative Employees 263 318 323
====== ====== ======
Unionized Employees Mexico City... 0 0 0
Cancun Airport................. 124 118 113
Cozumel Airport................ 26 25 25
Huatulco Airport............... 20 18 18
Merida Airport................. 54 45 44
Minatitlan Airport............. 16 16 16
Oaxaca Airport................. 22 20 20
Tapachula Airport.............. 18 17 17
Veracruz Airport............... 26 25 26
Villahermosa Airport........... 23 23 24
------ ------ ------
Total Union Employees....... 329 307 303
====== ====== ======
As of December 31, 2001 and December 31, 2002, we had approximately
625 and 626 employees, respectively.
Approximately 48.4% of our employees on December 31, 2002 were
members of labor unions. A significant portion of the services rendered in our
airports is provided by personnel employed by third parties. Approximately 19.6%
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 2002 and reached final agreements with the unions in October 2002. 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 December 31, 2002.
--------------------------------------------------------------------
Percentage of total
Number of Shares share capital
---------------------------------- --------------------------------
Identity of stockholder B Shares BB Shares B Shares BB Shares
--------------- ----------------- ---------------- --------------
NAFIN(1).............................. 33,260,870 -- 11.1% --
ITA(1)(2)............................. -- 45,000,000 -- 15%
Copenhagen Airports A/S(2)............ 7,500,000 -- 2.5% --
Public................................ 214,239,130 -- 71.4% --
------------------------
(1) In addition to the shares of series B shares held by the NAFIN trust,
NAFIN (as trustee) has also entered into an agreement that may result in
its acquisition of the 25.5% interest in ITA currently owned by Triturados
Basalticos y Derivados, as described below.
(2) Copenhagen Airports A/S also owns 25.5% of the capital stock of ITA.
ITA has options through December 18, 2005 to subscribe for newly
issued B shares. These options allow ITA to subscribe for 2%, 2% and 1% of our
capital stock outstanding at the time of each exercise, determined on a fully
diluted basis, from December 18, 2001 through December 18, 2005. 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, ITA is required to retain all of its series BB shares until September 28,
2003 and thereafter until December 18, 2008 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
three of ITA's four stockholders. The agreement among ITA's stockholders also
provides that the qualified majority must include Copenhagen Airports A/S and
Triturados Basalticos y Derivados, S.A. de C.V. 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. Copenhagen Airports A/S is 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.
The agreement among ITA's stockholders also permits either
Ferrovial Aeropuertos, S.A. or VINCI, S.A. to require ITA to dispose of 49% of
ITA's shares of our capital stock at any time after September 28, 2003 and if
such stockholder has been unable to transfer all of its shares of ITA's capital
stock.
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 key partners, currently Copenhagen Airports A/S and Triturados
Basalticos y Derivados, S.A. de C.V., are required to maintain their current
25.5% ownership interest in ITA until December 18, 2014. To the extent that a
key partner acquires shares of ITA in excess of its current 25.5% interest, this
additional interest may be sold without restriction after September 28, 2003.
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.
Triturados Basalticos y Derivados currently owns 25.5% of ITA's
capital stock and is the Mexican key partner in ITA. However, there is
uncertainty concerning the future ownership of the shares of ITA currently owned
by Triturados Basalticos y Derivados. Recently, Triturados Basalticos y
Derivados has been experiencing financial difficulties and as of April 23, 2002,
it entered into financial restructuring proceedings under Mexican law (concurso
mercantil) that could involve a sale of its shares of ITA. The financial
restructuring proceedings of Triturados Basalticos y Derivados remain ongoing.
In July 2000, an affiliate of Triturados Basalticos y Derivados
notified the Ministry of Communications and Transportation that Triturados
Basalticos y Derivados had entered into an agreement purporting to transfer to
the affiliate the right to vote the shares of ITA owned by Triturados Basalticos
y Derivados. Triturados Basalticos y Derivados has advised us that it
simultaneously agreed to transfer its shares of ITA to this affiliate, subject
to the condition that a mandate previously given to NAFIN for the sale of these
shares of ITA be either rescinded or found to be impossible to execute or
without legal effect. As described below, NAFIN and Triturados Basalticos y
Derivados have entered into an agreement to transfer these shares to Banco
Nacional de Obras y Servicios Publicos, S.N.C. pursuant to this mandate.
Triturados Basalticos y Derivados has advised us that it believes that the
transfer of shares to the affiliate cannot be consummated because the conditions
to the transfer to the affiliate cannot be satisfied. It has also advised us
that it believes the transfer of voting rights to the affiliate cannot be
consummated independently of the transfer of the shares themselves.
To minimize any adverse effect on ITA or us due to the uncertainty
of the ownership and voting of these shares of ITA, in September 2000 the
shareholders of ITA amended the ITA shareholders' agreement and ITA's by-laws to
suspend the veto rights of Triturados Basalticos y Derivados until a court has
issued a final judgment confirming the ownership of the shares of ITA that had
been registered in the name of Triturados Basalticos y Derivados, or until any
third party claiming an interest in the disputed shares enters into an agreement
waiving all rights to such shares.
On September 20, 2000, Triturados Basalticos y Derivados entered
into an agreement with one of its creditors, NAFIN, under which Triturados
Basalticos y Derivados agreed to transfer its 25.5% interest in ITA to Banco
Nacional de Obras y Servicios Publicos, S.N.C., a Mexican development bank. This
agreement was entered into pursuant to the mandate previously granted to NAFIN
by Triturados Basalticos y Derivados for the sale of its interest in ITA. The
agreement provides that Banco Nacional de Obras y Servicios Publicos will hold
these shares in trust and, at the election of NAFIN, transfer them to NAFIN in
satisfaction of certain indebtedness owed by Triturados Basalticos y Derivados
to NAFIN or sell them to a third party and pay the proceeds to NAFIN. NAFIN
entered into this agreement for its own account and not in its capacity as
trustee.
Prior to any sale of its ITA shares to a third party, Triturados
Basalticos y Derivados is entitled under the agreement to match the terms of the
sale and retain its current 25.5% interest in ITA. The agreement is subject to
several conditions, including the payment of U.S$3.0 million by Triturados
Basalticos y Derivados to NAFIN and the approval of the transaction by the
Ministry of Communications and Transportation and by the board of directors of
ITA. In the event that any of these conditions fails to occur, or in the event
that Triturados Basalticos y Derivados matches the terms of any sale to a third
party, the 25.5% interest in ITA would be returned to Triturados Basalticos y
Derivados subject to the rights, if any, of its subsidiary pursuant to the
agreement transferring voting rights to the subsidiary. Therefore, we cannot
assure you that Triturados Basalticos y Derivados will not continue to retain
its 25.5% interest in ITA.
We cannot assure you that a third party having an interest in the
assets of Triturados Basalticos y Derivados will not seek to have this transfer
to NAFIN rescinded. There also can be no assurance that the affiliate, or any
party having an interest in it or its assets, would not seek to enforce the
agreement that purported to transfer to it the voting rights to these shares, as
well as the shares themselves. Under the amendment to the ITA shareholders'
agreement, the suspension of the veto rights of Triturados Basalticos y
Derivados described above would remain in effect until the ownership of the
25.5% interest in ITA has been established as described above. We cannot assure
you whether or when these veto rights would be subsequently restored, either
through an amendment of the ITA shareholders' agreement or otherwise.
Any transfer of ITA shares by a key partner prior to 2014 requires
the consent of the Ministry of Communications and Transportation. The subsequent
transfer to NAFIN or sale to a third party would require the approval of the
Ministry of Communications and Transportation and would be subject to a right of
first refusal of the shareholders of ITA. We can provide no assurance as to the
timing of this sale or as to the identity of the potential acquirer of this
25.5% interest in ITA.
In addition, any transfer prior to 2014 at any time that NAFIN
holds less than a majority of our capital stock would also require the consent
of the holders of a majority of our capital stock. We cannot assure you that our
shareholders would approve any transferee to whom Banco Nacional de Obras y
Servicios Publicos proposes to sell the 25.5% interest in ITA. We also cannot
assure you that any transferee would make the same contribution to ITA that to
date has been made by Triturados Basalticos y Derivados. In the event that a
transfer were to be made without the approval of the Ministry of Communications
and Transportation or of our shareholders, ASUR would be entitled to liquidated
damages equal to the proceeds of 5% of the series BB shares held in trust, as
described above.
As of January 1, 2000, Vinci S.A. merged with Groupe GTM, S.A. in
an all-stock offer. Vinci is currently a 49% shareholder of the strategic
investor of the Central North Group, one of Mexico's airport groups that is
being opened to private investment. Neither Vinci nor Groupe GTM is a key
shareholder in either airport group. It is unclear whether under Mexican
antitrust law Vinci will be permitted to retain its ownership interest in the
two airport groups. In response to antitrust concerns raised by the Mexican
Federal Competition Commission, Vinci has announced its intention to dispose of
its holdings in one of the two airport groups, which could result in the
transfer of Vinci's interest in ITA.
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 1999, 2000, 2001 and 2002 we recognized expenses of
U.S.$5.0 million, U.S.$5.0, U.S.$3.8 million and U.S.$3.2 million, respectively,
pursuant to the technical assistance agreement plus additional expenses of
approximately U.S.$0.6 million, U.S.$0.3 million, and U.S.$0.3 million and
U.S.$2.4 million, respectively.
Under the option agreement, ITA has options to subscribe for newly
issued series B shares. These options allow ITA to subscribe for 2%, 2% and 1%
of our capital stock outstanding at the time of each exercise, determined on a
fully diluted basis, from December 18, 2001 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.
Stock Option Exercise Periods
Percentage of then-outstanding
fully diluted capital stock
---------------------------
First exercise period Dec. 18, 2001 to Dec. 18, 2003 2%
Second exercise period Dec. 18, 2002 to Dec. 18, 2004 2%
Third exercise period Dec. 18, 2003 to Dec. 18, 2005 1%
ITA is entitled to exercise these three options 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, NAFIN or the Mexican government 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 is authorized to transfer or assign its option
to any of its stockholders or their related companies prior to the start of the
first exercise period of the option, that is prior to December 18, 2001. After
the first exercise period, 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 29.5% and 27.2% of the revenues generated by our
airports in 2001 and 2002, respectively. Of our accounts receivable, these
entities accounted for 40.4% and 40.4% as of December 31, 2001 and 2002,
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., by
January 19, 2004. 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.6.9 million and
Ps.2.7 million for the years ended December 31, 2001 and 2002, respectively.
During the years ended December 31, 2001 and 2002 we recorded
expenses of Ps.53.7 million and Ps.53.6 million, respectively, for electricity,
waste disposal, water and other services obtained from entities or agencies of
the Mexican government. Also, during the years ended December 31, 1999 and 2000,
we granted construction contracts for the Cancun, Merida, Cozumel, and Oaxaca
airports totaling Ps.64.8 million and Ps.14.5 million, respectively, to
Triturados Basalticos y Derivados, S.A. de C.V., a shareholder of ITA. As of
December 31, 2000, the Company had made advance payments of Ps. 2.8 million
related to these construction projects. These construction projects were
concluded during the years ended December 31, 2000 and 2001.
Item 8. Financial Information
See "Item 18. Financial Statements" beginning on page F-1.
Legal Proceedings
We are involved in certain legal proceedings from time to time that
are incidental to the normal conduct of our business. We are currently involved
in several 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.
The municipalities of Cancun, Cozumel, Merida, Minatitlan and
Veracruz have given us notice requesting that we pay property tax (predial)
based upon the property on which the Cancun and Cozumel 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. We won this preliminary action in
May 2002, but further procedures and judgments are required before we will
receive a final legal disposition by the courts regarding the applicability of
the property tax. We have been advised by our external Mexican legal counsel
that under the state law of Quintana Roo (Ley de Hacienda de los Municipios del
Estado de Quintana Roo), we are not required to pay this property tax.
The Mexican Airport and Auxiliary Services Agency is currently
engaged in several legal proceedings related to our airports, none of which is
expected to have a material adverse effect on our business. Claims have been
asserted against us by the municipalities of Cancun and Cozumel for the payment
of property taxes in respect of the land comprising the airports in those
locations. Based on the opinion of our outside counsel, we believe that there is
no legal basis for these claims and intend to take legal action seeking to have
them dismissed.
In August 2001, the Mexican Federal Competition Commission
announced that we are being investigated following a complaint alleging that we
have engaged in monopolistic practices in connection with the leasing of
commercial space in Cancun and Cozumel airports as well as in the Merida
airport. In May 2002, the Mexican Federal Competition Commission decided that
there was insufficient evidence to continue investigating the complaint,
however, this decision may be appealed. A successful appeal could result in the
re-opening of the investigation.
In January 2002, five Mexican airlines (Compania Mexicana de
Aviacion, S.A. de C.V., Aerovias de Mexico, S.A. de C.V., Aerovias Caribe, S.A.
de C.V., Aerolitoral, S.A. de C.V. and Transportes Aeromar, S.A. de C.V.) filed
a lawsuit against the Ministry of Communications and Transportation challenging
the tariff increase that we imposed on these airlines after obtaining approval
by the Ministry of Communications and Transportation. We filed our formal
response to this suit in April 2002. Although we cannot predict when these
proceedings will end or whether they will ultimately be decided in our favor, a
decision against us could result in changes to the procedure for establishing
our maximum rates.
In April 2003, five Mexican airlines (Compania Mexicana de
Aviacion, S.A. de C.V., Aerovias de Mexico, S.A. de C.V., Aerovias Caribe, S.A.
de C.V., Aerolitoral, S.A. de C.V. and Transportes Aeromar, S.A. de C.V.) filed
a lawsuit against the Ministry of Communications and Transportation seeking that
Annex 7 to our concessions be declared null and void. Annex 7 contains the bases
for the tariff regulation imposed on each concession holder by the Ministry of
Communications and Transportation. In the event that the plaintiffs obtain a
ruling in their favor, Annex 7 to each of our concessions would be revoked and
our subsidiary concession holders would have no regulatory framework for
regulated airport and complementary services until a new framework were issued.
If the existing maximum tariff rates applicable to our airports were to be
rescinded, there can be no assurance that any new tariff regime that is
subsequently adopted would be similar to the current regime.
We do not believe that liabilities related to any of these claims
and proceedings against us are 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.
At our Ordinary and Extraordinary Stockholders' Meeting held on
April 25, 2002, our stockholders approved an ordinary and extraordinary cash
dividend totaling Ps.469.3 million (composed of an ordinary dividend, in nominal
pesos of 0.45 per share and an extraordinary dividend in nominal pesos of 1.03
per each share of our Series B and Series BB capital stock outstanding.) This
dividend was paid on May 30, 2002, and is the first dividend that we have paid
since our company was formed in 1998. In the absence of attractive investment
opportunities, we intend to continue paying yearly ordinary 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.
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.38.7 million (which
includes the required allocation corresponding to year 2002 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.
On April 27, 2001, the stockholders approved the application of 5%
and 20% of income to the legal and share repurchase reserves, respectively. The
stockholders allocated Ps. 11,378 (5% of net income for fiscal year 2000) to a
legal reserve fund in compliance with Mexican law and allocated Ps.45,513 (20%
of net income for fiscal year 2000) to the constitution of a share repurchase
reserve. On April 25, 2002, the stockholders approved the allocation of
Ps.13,358 (5% of net income for fiscal year 2001) to the legal reserve as
required under Mexican law and decided to cancel the share repurchase reserve
account, transferring its balance into the company's general profit account. No
amounts will be set aside for a share repurchase reserve in 2002 and we do not
intend to initiate a stock repurchase program at this time.
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 that
is currently set to decrease over time according to the following schedule of
rates: 53.8475% in 2002, 51.5168% in 2003, 49.2525% in 2004 and 47.0592%
thereafter. Distributable earnings that have not been subject to the corporate
income tax may arise, for example, when a company's earnings are recognized for
accounting purposes before they are recognized for tax purposes. 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 2002, 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.
As of December 31, 2002, 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.
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."
At the general stockholders' meeting on April 28, 2003, ASUR's
stockholders agreed to pay net dividends after income tax of Ps. 150 million (in
nominal terms) or Ps. 0.50 (in nominal terms) per share. Because this dividend
payment was not taken from the after-tax earnings account, it gave rise to an
income tax of Ps. 77,275 (in nominal terms).
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.
Pesos per Series B Share U.S.$ per ADR(1)
Years ended ----------------------- --------------------
December 31, Low High Low High
-------- ----------- ------ ---------
2001
First Quarter............ 14.96 18.70 15.19 20.46
Second Quarter........... 15.15 18.20 16.50 21.20
Third Quarter............ 8.50 17.40 8.75 19.00
Fourth Quarter........... 8.90 13.88 9.25 15.40
2002
First Quarter............ 12.00 14.03 12.85 15.57
Second Quarter(2)........ 11.90 16.45 11.59 17.50
Third Quarter............ 11.00 14.40 10.40 14.90
Fourth Quarter........... 9.79 12.00 9.50 12.10
2003
First Quarter............ 11.30 12.86 9.95 11.24
Monthly Prices
January, 2003............ 11.38 12.86 9.82 12.55
February, 2003........... 11.35 12.25 9.95 11.24
March, 2003.............. 11.30 12.20 10.00 11.59
April, 2003.............. 12.00 12.00 10.99 12.95
May, 2003................ 13.12 13.80 12.45 13.88
------------------------
(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 3:00 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, 2002, 169 Mexican companies, excluding mutual
funds, had equity listed on the Mexican Stock Exchange. In 2002, the ten most
actively traded equity issues (excluding banks) represented approximately 69% 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 April 25, 2002,
several changes to our bylaws were approved in order to comply with the Mexican
Securities and Exchange Law. Our restated bylaws that include these recent
amendments were duly registered with the Federal District Public Registry of
Commerce on June 20, 2002 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, 2002:
Capital Stock
Authorized Issued and 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....... 0 --
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.
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 based on the average of the closing prices of
our shares on the 30 (thirty) days on which the shares may have been quoted
prior to the date of the meeting, or (b) the book value of the shares in
accordance with the 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 having "control" (see below) of ASUR at that time 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 price of the offer to purchase will be the higher of: (i) the
average of the closing price during the prior 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. 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 After September 28, 2003, ITA may 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 days
by the person acquiring "control." The tender offer price is required to be the
higher of: (i) the average of the closing price 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. 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, except for shares of our capital stock acquired as part of an employee
stock option plan, which may not exceed 15% of our 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 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 a U.S. holder that owns or is treated
as owning 10% or more of our outstanding voting shares. 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, an individual is a resident of
Mexico if he has established his home in Mexico, unless he has resided in
another country for more than 183 days during a calendar year, whether
consecutive or not, and can demonstrate that he has become a resident of that
country for tax purposes, and a legal entity is a resident of Mexico either if
it was established under Mexican law or if it has its principal place of
business or its place of effective management in Mexico. If a non-resident of
Mexico is deemed to have a permanent establishment in Mexico for tax purposes,
all income attributable to such permanent establishment will be subject to
Mexican taxes, in accordance with applicable tax laws.
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 in respect of series B shares or ADSs after December 31, 2002 and before
January 1, 2009 is subject to taxation at a maximum rate of 15%. U.S. holders
should consult their own tax advisors regarding the availability of this reduced
dividends tax rate in light of their own particular circumstances. U.S. holders
should consult their own tax advisors regarding the treatment of foreign
currency gain or loss, if any, on any pesos received that are converted into
U.S. dollars on a date subsequent to receipt.
Distributions of additional series B shares to holders of series B
shares or ADSs that are made as part of a pro rata distribution to all of our
stockholders generally will not be subject to U.S. federal income tax.
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.
The Mexican tax rules governing the taxation of gains of
non-Mexican holders on dispositions of their shares of ADSs were amended during
2002. Non-Mexican holders who disposed of their series B shares or ADSs during
2002 should consult their own Mexican tax advisors on the Mexican tax treatment
of such dispositions.
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 be downloaded from the Securities and Exchange
Commission's website.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in currency exchange
rates.
Foreign Currency 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 2001 and 2002 approximately 40.0% and
37.4%, 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).
We did not have any foreign currency indebtedness at December 31,
2001 and 2002. As of December 31, 2001 and 2002, 30.4% and 2.8%, respectively,
of our cash and marketable securities were denominated in dollars. 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. A depreciation of the peso relative to the
dollar would also result in foreign exchange losses as the peso value of our
foreign currency denominated indebtedness is increased. At December 31, 2001 and
2002, we did not have any outstanding forward foreign exchange contracts. Prior
to the maturity of the U.S.$27.7 million of notes due June 30, 2000, we entered
into several forward foreign exchange contracts to manage the exchange rate risk
associated with this debt.
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
Within 90 days prior to the date of this Form 20-F, we carried out
an evaluation under the supervision and with the participation of our
management, including our acting Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. 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 and as of
the date of our evaluation, our acting Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective to provide reasonable assurance that information required to be
disclosed in the reports we file and submit under the U.S. Securities Exchange
Act of 1934 is recorded, processed, summarized and reported as and when
required.
There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Item 16. Reserved
Item 17. Financial Statements
The Registrant has responded to Item 18 in lieu of this Item.
PART III
Item 18. Financial Statements
See pages F-1 through F-44, 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 Accountants.......................................... F-1
Consolidated Balance Sheets as of December 31, 2001 and 2002............... F-3
Consolidated Statements of Income for the Years Ended
December 31, 2000, 2001 and 2002........................................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 2000, 2001 and 2002.................... F-5
Consolidated Statements of Changes in Financial Position
for the Years Ended December 31, 2000, 2001 and 2002.................... 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.
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-6 (File No. 333-12486) filed on September
7, 2000).
3.1** Trust Agreement among the Company, ITA, and Bancomext,
together with an English translation.
4.1** Amended and Restated Cancun Airport Concession Agreement and
annexes thereto, together with an English translation and a
schedule highlighting the differences between this concession
and the Company's other concessions.
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.
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.
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.
4.5** Stock Option Agreement between the Registrant and ITA,
together with an English translation.
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.
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 (previously filed with the Securities and
Exchange Commission as Exhibit 4.7 on Form 20-F dated June 28,
2001 and incorporated by reference herein).
8.1** List of subsidiaries of the Company.
99.0 Certifications pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
---------------
** Incorporated by reference to our registration statement on Form F-1 (File No.
333-12486) filed on September 7, 2000.
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 25, 2003
Certification Required
by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Adolfo Castro Rivas, certify that:
1. I have reviewed this annual report on Form 20-F of Grupo
Aeroportuario del Sureste, S.A. de C.V;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 25, 2003
/s/ ADOLFO CASTRO RIVAS
-----------------------------------------
Adolfo Castro Rivas
Chief Financial Officer
Certification Required
by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Kjeld Binger, certify that:
1. I have reviewed this annual report on Form 20-F of Grupo
Aeroportuario del Sureste, S.A. de C.V;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
5. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
6. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
7. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
8. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
9. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
10. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
11. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 25, 2003
/s/ KJELD BINGER
-----------------------------------------
Kjeld Binger
President and Acting Chief Executive Officer
Consolidated Financial Statements for Grupo Aeroportuario del Sureste, S.A. de
C.V. and Subsidiaries Page
Report of Independent Accountants.......................................... F-1
Consolidated Balance Sheets as of December 31, 2001 and 2002............... F-3
Consolidated Statements of Income for the Years Ended
December 31, 2000, 2001 and 2002........................................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 2000, 2001 and 2002.................... F-5
Consolidated Statements of Changes in Financial Position
for the Years Ended December 31, 2000, 2001 and 2002.................... F-6
Notes to Consolidated Financial Statements................................. F-7
REPORT OF INDEPENDENT ACCOUNTANTS
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 (the "Company") as of
December 31, 2001 and 2002, and the related consolidated statements of income,
of changes in stockholders' equity and of changes in financial position for the
years ended December 31, 2000, 2001 and 2002, which, as described in Note 2,
have been prepared in accordance with generally accepted accounting principles
in Mexico. 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 generally accepted auditing standards
in Mexico and the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Grupo
Aeroportuario del Sureste, S. A. de C. V. and Subsidiaries as of December 31,
2001 and 2002, and the consolidated results of their operations, the
consolidated changes in their stockholders' equity and the consolidated changes
in their financial position for the years ended December 31, 2000, 2001 and
2002, in conformity with accounting principles generally accepted in Mexico.
Generally accepted accounting principles in Mexico vary in certain significant
respects from accounting principles generally accepted in the United States of
America. The application of accounting principles generally accepted in the
United States of America would have affected
the determination of consolidated net income for the years ended December 31,
2000, 2001 and 2002, and the determination of consolidated stockholders' equity
as of December 31, 2001 and 2002, to the extent summarized in Note 15 to the
consolidated financial statements.
PricewaterhouseCoopers
/s/ Luis Moiron Llosa
-----------------------
Luis Moiron Llosa, C.P.
Mexico, City
February 14, 2003
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2001 AND 2002
(Expressed in thousands of Mexican Pesos in purchasing power as of
December 31, 2002)
2001 2002
---- ----
ASSETS
Current assets:
Cash and marketable securities Ps. 928,876 Ps. 496,827
Trade receivables, net 136,727 166,214
Recoverable taxes and other current assets 63,075 59,706
--------------- ---------------
Total current assets 1,128,678 722,747
Machinery, furniture and equipment, net of accumulated
depreciation of Ps. 76,972 and Ps. 117,696, respectively 634,342 858,042
Airport concessions, net of accumulated amortization
of Ps. 635,396 and Ps. 847,685, respectively 7,813,807 7,601,518
Rights to use airport facilities, net of accumulated amortization
of Ps. 258,513 and Ps. 339,953, respectively 2,182,567 2,101,127
--------------- ---------------
Total assets Ps. 11,759,394 Ps. 11,283,434
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable Ps. 1,354 Ps. 2,488
Accrued expenses and other payables 83,951 120,327
--------------- ---------------
Total current liabilities 85,305 122,815
Seniority premiums 407 652
Deferred income tax and employees' statutory profit sharing 394,527 388,709
--------------- ---------------
Total liabilities 480,239 512,176
--------------- ---------------
Commitments and contingencies
Stockholders' equity:
Capital stock 10,489,386 10,489,386
Legal reserve 25,323 38,681
Reserve for repurchase of stock 45,513
Retained earnings 718,933 243,191
--------------- ---------------
Total stockholders' equity 11,279,155 10,771,258
--------------- ---------------
Total liabilities and stockholders' equity Ps. 11,759,394 Ps. 11,283,434
=============== ===============
The accompanying notes are an integral part of these consolidated
financial statements.
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
(Expressed in thousands of Mexican Pesos in purchasing power as of
December 31, 2002, except per share amounts)
For the years
ended December 31,
------------------------------------------
2000 2001 2002
---- ---- ----
REVENUES:
Aeronautical services Ps.1,091,016 Ps. 1,045,033 Ps.1,001,380
Non-aeronautical services 188,122 185,593 239,221
------------ ------------- ------------
Total revenues 1,279,138 1,230,626 1,240,601
------------ ------------- ------------
OPERATING EXPENSES:
Cost of services 298,083 304,621 343,922
Technical assistance 57,948 40,256 37,425
Concession fee 63,914 61,522 61,994
General and administrative expenses 111,633 105,269 106,989
Depreciation and amortization 320,584 320,208 335,100
------------ ------------- ------------
Total operating expenses 852,162 831,876 885,430
------------ ------------- ------------
Operating income 426,976 398,750 355,171
------------ ------------- ------------
COMPREHENSIVE FINANCING RESULT:
Interest income 58,201 83,542 48,242
Interest expense (17,430) (1,448) (1,449)
Exchange losses, net (3,495) (5,482) 11,956
Loss from monetary position (53,069) (39,730) (31,579)
------------ ------------- ------------
Net comprehensive financing
(cost) income (15,793) 36,882 27,170
------------ ------------- ------------
Income before income taxes, employees'
statutory profit sharing and extraordinary items 411,183 435,632 382,341
Provisions for:
Asset tax (31,525)
Income tax and employees' statutory profit sharing (179,901) (161,402) (119,989)
------------ ------------- ------------
Income before extraordinary items 231,282 274,230 230,827
Contract termination fee (7,071) (7,008)
Loss on natural disaster (3,534)
------------ ------------- ------------
Net income Ps. 231,282 Ps. 267,159 Ps. 220,285
============ ============= ============
Earnings per share Ps. 0.77 Ps. 0.89 Ps. 0.73
============ ============= ============
The accompanying notes are an integral part of these consolidated
financial statements.
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
(Expressed in thousands of Mexican Pesos in purchasing power as
of December 31, 2002)
Reserve for Total
Capital Legal repurchase Retained stockholders'
stock reserve of stock earnings equity
----- ------- -------- -------- ------
Balance at December 31, 1999 Ps.10,489,386 Ps. 2,398 Ps. 288,930 Ps.10,780,714
Transfer to legal reserve 11,547 (11,547)
Comprehensive income 231,282 231,282
------------- --------- ---------- ----------- -------------
Balance at December 31, 2000 10,489,386 13,945 - 508,665 11,011,996
Transfer to legal reserve 11,378 (11,378)
Transfer to reserve for repurchase
of stock Ps. 45,513 (45,513)
Comprehensive income 267,159 267,159
------------- --------- ---------- ----------- -------------
Balance at December 31, 2001 10,489,386 25,323 45,513 718,933 11,279,155
Transfer to legal reserve 13,358 (13,358)
Cancellation of reserve for repurchase
of stock (45,513) 45,513
Dividends paid (469,308) (469,308)
Income tax paid on dividends (258,874) (258,874)
Comprehensive income 220,285 220,285
------------- --------- ---------- ----------- -------------
Balance at December 31, 2002 Ps.10,489,386 Ps.38,681 Ps. - Ps. 243,191 Ps.10,771,258
============= ========= =========== =========== =============
The accompanying notes are an integral part of these
consolidated financial statements.
GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
(Expressed in thousands of Mexican Pesos in purchasing power
as of December 31, 2002)
For the years
ended December 31,
--------------------------------------------
2000 2001 2002
---- ---- ----
Operating activities:
Net income before extraordinaries items Ps. 231,282 Ps. 274,230 Ps. 230,827
Adjustments to reconcile net income to
resources provided by (used in)
operating activities:
Depreciation and amortization 320,584 320,208 335,100
Deferred income tax and employees'
statutory profit sharing 179,901 161,402 119,989
Change in deferred income tax
resulting from inflation effects on
monetary deferred tax balances 11,349
Other (1,674)
Changes in operating assets and liabilities:
Trade receivables 18,479 (31,452) (29,487)
Recoverable taxes and other current assets 48,731 (43,747) 3,369
Recoverable asset tax (124,370)
Trade accounts payable 4,799 (11,286) 1,134
Accrued expenses and other liabilities (29,251) 13,378 35,184
----------- ----------- -----------
Resources provided by operating activities
before extraordinary items 785,874 681,059 571,746
Contract termination fee (7,071) (7,008)
Loss on natural disaster (3,534)
----------- ----------- -----------
Resources provided by operating activities 785,874 673,988 561,204
----------- ----------- -----------
Financing activities:
Dividends paid (469,308)
Tax on dividends paid (258,874)
Notes payable and accrued interest thereon (326,100)
----------- ----------- -----------
Resources used in financing activities (326,100) (728,182)
----------- ----------- -----------
Investing activities:
Purchase of machinery, furniture and
equipment (233,328) (362,914) (265,071)
----------- ----------- -----------
Resources used in investing activities (233,328) (362,914) (265,071)
----------- ----------- -----------
Increase (decrease) in cash and marketable
securities 226,446 311,074 (432,049)
Cash and marketable securities, beginning
of period 391,356 617,802 928,876
----------- ----------- -----------
Cash and marketable securities, end of
period Ps. 617,802 Ps. 928,876 Ps. 496,827
=========== =========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
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, 2002, 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. 10,416,953 (December 31, 2002 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.
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. ITA is
a consortium consisting of Copenhagen Airports A/S (25.5%), Triturados
Basalticos y Derivados, S. A. de C. V. (25.5%), Groupe Vinci S. A. (24.5%) and
Cintra Concesiones de Infraestructura de Transporte, S.A. (24.5%). In 2002,
Cintra Concesiones de Infraestructura de Transporte, S. A. transferred its 24.5%
ownership in ITA to Ferrovial Aeropuertos, S. L. ITA's Series "BB" shares
provide it with certain rights including the right to elect two members of the
Company's board of directors and veto rights with respect to certain corporate
actions. The technical assistance agreement provides ITA with certain rights
including the right to appoint and remove the Company's chief executive officer
and half of its most senior members of 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 Company was approximately
11.1%. The Company's Series "B" shares and American Depositary Shares are traded
on the Mexican Stock Exchange and the New York Stock Exchange, respectively.
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 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 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 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 financial statements of
the Company for the years ended December 31, 2000 and 2001 have been
restated for comparability purposes to December 31, 2002 purchasing power,
by applying the restatement factors of 1.1040 and 1.0570, respectively.
o The statements of changes in financial position present, in constant
Mexican pesos, the resources provided by or used in operating, financing
and investing activities.
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(e), 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 expected to be held less than one year. As of December 31,
2001 and 2002, cash and marketable securities consisted primarily of money
market accounts and short-term Mexican government bonds.
d) 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 remaining 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
Machinery and equipment 2 and 10
Office furniture and equipment 10
Computer equipment 3
Automotive equipment 5
Other various
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.
e) 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.10,416,953 (December
31, 2002 pesos) was allocated to the rights to use the airport facilities
(Ps.2,386,102) and to certain environmental liabilities assumed (Ps.12,726) with
the excess acquisition cost recorded as airport concessions (Ps.8,043,577). 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. 460,604 was allocated to the rights to use the airport
facilities (Ps.54,978) with the excess acquisition cost recorded as airport
concessions (Ps.405,626). 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.
f) 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, 2001 and 2002, the
recoverable value exceeds the net book value.
g) 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
Statement D-3, "Labor Obligations", issued by the MIPA.
h) 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.
Through June 30, 1999, non-aeronautical services revenues includes access fees
earned from Cancun Air, Dicas and Aeropremier, the former operators of the
satellite and charter air terminal and certain other facilities at Cancun
International Airport and the operation of the cargo terminal and other
facilities at Merida International Airport. Beginning July 1, 1999, the Company
does not receive access fees from these businesses, but recognizes aeronautical
and non-aeronautical revenues from directly operating these facilities.
Terminal space is leased through operating leases with either fixed monthly
rental fees or fees based on the greater of a minimum monthly fee or a specified
percentage of the lessee's monthly revenues. 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
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,
2000, 2001 and 2002, using the classifications established under the Airport Law
and its regulations (see below for discussion of revenue regulation):
Year ended
December 31,
-----------------------------------------------
2000 2001 2002
---- ---- ----
Regulated services:
Airport services Ps. 1,164,818 Ps. 1,117,991 Ps. 1,068,737
--------------- --------------- ---------------
Non-regulated services:
Airport services:
Access fees from non-permanent
ground transportation 14,972 3,144 2,251
Car parking lots and related access fees 8,899 12,906 15,229
Other access fees 1,039 949 1,748
Complementary services 953
Commercial services 84,186 88,519 146,184
Other services 4,271 7,117 6,452
--------------- --------------- ---------------
Total non-regulated services 114,320 112,635 171,864
--------------- --------------- ---------------
Ps. 1,279,138 Ps. 1,230,626 Ps. 1,240,601
=============== =============== ===============
Effective May 1, 1999, the Ministry of Communications and Transportation
established rate regulations for the Company's airports governing the maximum
prices that may be charged for certain services. The regulations were
incorporated within the terms of each of the Company's airport concessions. The
regulations specify a maximum rate, which is the maximum amount of revenue that
the concession holder may earn each year from regulated sources of revenue at
each airport for each "work load unit" that it processes. A work load unit is
equivalent to one passenger or 100 kilograms of cargo. The fee charged for an
individual service generally is not subject to price regulation. The regulations
establish the annual maximum rate for each airport from May 1, 1999 through
December 31, 2003. Under the terms of the airport concessions, revenues from
Airport Services (which include access fees earned from providers of
Complementary Services) are regulated. A significant portion of the Company's
revenues are regulated, including all revenues from Airport Services, except for
revenues from automobile parking and certain ground transportation providers.
Beginning 2004 each airport's maximum rate will be 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 Master Development Plan for five-year periods. Once
determined, each airport's maximum rates 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.
The Company intends to charge prices for regulated services at each airport so
as to be as close as possible to that airport's maximum rates. Prices are based
on management's projections and estimates of passenger and cargo traffic volume
and other variables. These projections and estimates may differ from an
airport's actual results of operations, which may cause the Company to exceed
the maximum rate at an airport. To avoid exceeding the maximum rates at year
end, the Company may be required to take actions, including reducing prices
during the latter part of the year or discounts to customers.
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
may be decreased to compensate airport users for overpayment in the previous
year and the Ministry of Communications and Transportation may also assess
penalties against the concession holder. If the Company exceeds an airport's
maximum rate three times, the concession for that airport may be terminated by
the Ministry of Communications and Transportation.
On February 18, 2000, the Ministry of Communications and Transportation issued
an official communication stating that it had finalized its review of the
Company's compliance with the maximum rates for 1999. In this communication, the
Ministry of Communications and Transportation found that, through no fault of
the Company, certain variables and information initially used to determine the
maximum rates was not properly reflected in the rate regulations. In a
subsequent official communication dated February 28, 2000, the Ministry of
Communications and Transportation, pursuant to the Mexican Airport Law and its
regulations, amended the maximum rates of the Company's subsidiary concession
holders from 2000 to 2003 to properly reflect these variables and information.
During the years ended December 31, 2001 and 2002, the Company issued credits to
select customers of certain airports in order to comply with the maximum rates
established by the Ministry of Communications and Transportation applicable to
each airport. The Company received an official communication from the Ministry
of Communications and Transportation indicating compliance with the maximum
rates at each airport for the years ended December 31, 2001 during 2002 and
expects to receive an official communication indicating compliance with the
maximum rates at each airport for the years ended December 31, 2002 during 2003.
i) 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.
j) Deferred income tax, employees' statutory profit sharing and tax on
dividendsDeferred 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.
k) Comprehensive income
As of January 1, 2001 Bulletin B-4 "Comprehensive Income", became effective.
This bulletin requires that the various item-making up the capital gains
(losses) during the year be shown in the statements of stockholders' equity
under the heading of Comprehensive Income (loss). In the case of the Company,
there is no difference between net income for the year and comprehensive income
and is reported as comprehensive income in the income statements as well as the
statements of stockholders' equity.
l) 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 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, 2000,
2001 and 2002. 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, were outstanding during the years ended December 31, 2000,
2001 and 2002 but were not included in the computation of diluted earnings per
share because the assumed exercise would be antidilutive.
m) Concentrations
Trade receivables consist primarily of receivables from major domestic and
international airlines. Approximately 40% and 48% of trade receivables as of
December 31, 2001 and 2002, 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.
In addition, a significant portion of revenues is generated from services
provided to a small number of customers. Approximately 29%, 30% and 27% of total
revenues for the years ended December 31, 2000, 2001 and 2002, respectively,
were generated from services provided to the air carriers and other entities
controlled by Cintra.
Further, approximately 70%, 70% and 70% of revenues during the years ended
December 31, 2000, 2001 and 2002, respectively, were generated from operations
at the Cancun International Airport.
n) Recently issued accounting standards:
In November 2001, the MIPA issued revised Bulletin C-9 "Liabilities, Provisions,
Contingent Assets and Liabilities and Commitments" ("Bulletin C-9"), which
supersedes existing Bulletin C-9, "Liabilites" and Bulletin C-12, "Contingencies
and Commitments". Bulletin C-9 establishes a methodology for the valuation,
presentation and disclosure of liabilities and provisions, as well as for the
valuation and disclosure of contingent assets and liabilities, and for
disclosure of commitments. Among other things, the Bulletin establishes
guidelines for the recognition of liabilities and derecognition of liabilities
in the event of extinguishments, restructurings or conversion to equity. In
addition, in the case of provisions, it introduces the concept of discounting
long-term provisions. With respect to contingent liabilities, Bulletin C-9
states that all contingent liabilities that have a probable realization must be
accounted for and disclosed in the financial statements, contingent liabilities
that have a possible realization cannot be accounted for in the financial
statements, but must be disclosed, and contingent liabilities that have a remote
realization cannot be accounted for in the financial statements and are not
required to be disclosed. Bulletin C-9 requires disclosure of committed amounts
when they represent significant fixed asset additions, contracted services and
goods that exceeds the company's immediate needs or if the commitment is
considered a contracted obligation. The provisions of Bulletin C-9 are required
to be applied beginning on January 1, 2003, although early adoption is
recommended. The adoption of Bulletin C-9 on January 1, 2003, is not expected to
have an impact on the Company's financial statements.
In December 2001, the MIPA issued Bulletin C-8, "Intangible Assets" ("Bulletin
C-8"), which defines intangible assets as costs incurred and rights or
privileges acquired that will generate a future economic benefit. Bulletin C-8
provides a clear definition of research and development costs, requiring that
only development costs could be deferred to a future period. Furthermore,
Bulletin C-8 states that preoperating costs should be expensed as a period cost,
unless they could be classified as development costs. Bulletin C-8 requires that
goodwill and intangible assets, including previously existing goodwill and
intangible assets, with indefinite useful lives should not be amortized, but
should be tested for impairment annually. Goodwill and intangible assets with
finite useful lives should be amortized over its useful life. The provisions of
Bulletin C-8 are required to be applied beginning on January 1, 2003, although
early adoption is recommended. The adoption of Bulletin C-8 on January 1, 2003,
is not expected to have an impact on the Company's financial statements.
In 2002, the MIPA issued Statement C-15 "Impairment of Long-Lived Assets and
Their Disposal" ("Statement C-15"), which will be effective as of January 1,
2004, although early adoption is recommended. Statement C-15 provides specific
criteria in determining when there is an impairment in the value of long-lived
assets, for both tangible and intangible assets. Furthermore, Statement C-15
establishes a methodology for calculating and recording losses arising from the
impairment of assets and their reversal. Also, Statement C-15 provides guidance
for presentation and disclosure in the case that there is subsequent reversal of
the impairment. In addition, Statement C-15 provides guidance for the
accounting, presentation and disclosure for discontinued operations. The Company
is currently evaluating the impact that the adoption of Statement C-15 will have
on the consolidated financial statements.
3. Trade receivables, net
As of December 31, 2001 and 2002, trade receivables, net consist of the
following:
December 31,
--------------------------
2001 2002
---- ----
Trade receivables Ps. 143,063 Ps. 172,129
Less: allowance for doubtful accounts (6,336) (5,915)
-------------- --------------
Ps. 136,727 Ps. 166,214
============== ==============
The following table presents the roll forward of the allowance for doubtful
accounts for the years ended December 31, 2000, 2001 and 2002:
December 31,
---------------------------------------
2000 2001 2002
---- ---- ----
Balance at the beginning of the period (Ps. 819) (Ps. 6,616) (Ps. 6,336)
Increase in the allowance (5,866)
Write-offs 79
Effects of inflation 69 280 342
----------- ---------- -----------
Balance at the end of the period (Ps. 6,616) (Ps. 6,336) (Ps. 5,915)
=========== ========== ===========
4. Machinery, furniture and equipment
As of December 31, 2001 and 2002, machinery, furniture and equipment, net
consists of the following:
December 31,
--------------------------
2001 2002
---- ----
Machinery and equipment Ps. 40,284 Ps. 39,713
Office furniture and equipment 38,311 42,812
Automotive equipment 72,040 77,165
Improvements to concessioned assets (a) 367,923 623,682
Construction in progress and other 192,756 192,366
-------------- -------------
Total 711,314 975,738
Less: accumulated depreciation (76,972) (117,696)
-------------- -------------
Ps. 634,342 Ps. 858,042
============== =============
Depreciation expense for the years ended December 31, 2000, 2001 and 2002 was
Ps.26,852, Ps.26,479 and Ps.41,371, respectively.
(a) Improvements to concessioned assets as of December 31, 2001 and 2002 were
comprised of the following: December 31,
2001 2002
---- ----
Buildings Ps. 156,562 Ps 282,629
Air side 161,012 202,925
Land side 12,918 60,670
Technical installations 31,604 54,654
Machinery and equipment 6,719
Security equipment 2,973 9,067
Others 2,854 7,018
------------- --------------
Ps. 367,923 Ps. 623,682
============= ==============
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.10,416,953
(December 31, 2002 pesos). The total cost of the airport concessions, at the
acquisition date, were allocated to the rights to use the airport facilities
based 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:
Estimated
useful life
-----------
(years)
Acquisition cost Ps. 10,416,953
================
allocated to:
Rights to use airport facilities:
Runways, taxiways, aprons Ps. 1,296,906 47-49
Buildings 419,485 24-50
Other infrastructure 108,556 5-31
Land 561,155 50
----------------
2,386,102
Environmental liabilities (12,726)
Airport concessions 8,043,577 50
----------------
Total Ps. 10,416,953
================
Total amortization expense for the years ended December 31, 2000, 2001 and 2002
was Ps.241,665, Ps.241,665, and Ps.241,665, 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 2003 (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.
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 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. The access fees earned from Aeropremier were not
material.
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:
Estimated
useful
lives
-----
(years)
Acquisition cost Ps. 460,604
=============
allocated to:
Rights to use:
Buildings Ps. 48,038 27-50
Other infrastructure 6,940 12-17
-------------
54,978
Airport concessions 405,626 7.5-11
-------------
Total Ps. 460,604
=============
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, 2000, 2001 and 2002 was Ps. 52,064, Ps. 52,064 and Ps. 52,064, respectively.
7. Stockholders' equity
ASUR, a corporation with variable capital, was incorporated on April 1, 1998,
through the issuance of 1,000,000 Class I Series "A" common shares representing
the fixed capital stock. In December 1998, the Company issued three series of
Class II variable capital stock comprised of 3,960,310,815 Series "A" shares,
2,640,873,876 Series "B" shares and 1,165,091,416 Series "BB" shares in exchange
for the cancellation of the aggregate liabilities of Ps. 10,487,475 (Ps.
7,766,276 nominal) incurred in connection with the acquisition of the airport
concessions and machinery, furniture and equipment from the Mexican government.
For accounting purposes, the capitalization and share issuance has been given
effect as of November 1, 1998.
On October 12, 1999, the Company's stockholders: 1) authorized the issuance of
6,602,184,691 fixed capital Class I series B shares in exchange for the
1,000,000 fixed capital Class I Series "A" shares, the 3,960,310,815 variable
capital Class II Series "A" shares and the 2,640,873,876 variable capital Class
II Series "B" shares then outstanding; 2) authorized the issuance of
1,165,091,416 fixed capital Class I Series "BB" shares for the 1,165,091,416
variable capital Class II Series "BB" shares; and 3) declared a one for
25.89092035667 reverse stock split effective as of such date. The share exchange
results in the reclassification of all of the Company's variable capital stock
to fixed capital stock. The reverse split adjusted number of shares outstanding
as of December 31, 1999 and 2000 is 255,000,000 Class I Series "B" shares and
45,000,000 Class I Series "BB" shares. Basic and diluted earnings per share
amounts have been adjusted retroactively to give effect to the one for
25.89092035667 reverse stock split.
As of December 31, 2001 and 2002, capital stock was restated as follows:
Nominal Restated
value Restatement value
----- ----------- -----
Capital stock:
Fixed Ps. 7,767,276 Ps. 2,722,110 Ps.10,489,386
=============== =============== =============
Each of ASUR and 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, 2001 and 2002, the consolidated reserve fund
balance was Ps25,323 and Ps.38,681, respectively.
At the April 27, 2001 general stockholders' meeting, the shareholders agreed to
apply 20% of net income generated in 2000 to establish a reserve within
stockholders' equity for the repurchase of shares amounting to Ps.45,513
(Ps.41,016 nominal).
At the April 25, 2002 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps.469,308 (Ps.444,000
(nominal), or Ps.1.48 (nominal) per share), thus giving rise to an income tax of
Ps.258,874 (Ps.244,907 nominal), since they were not from the After-tax Earnings
Account (See Note 10).
At the December 25, 2002 general stockholders' meeting, the shareholders agreed
to reverse the repurchase of shares reserve amounting to Ps 45,513, 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. 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 2%
December 18, 2002 to December 18, 2004 2%
December 18, 2003 to December 18, 2005 1%
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$5.29118603 on a split adjusted basis.
ITA is authorized to transfer or assign its options to any of its stockholders
or their related companies prior to the start of the first exercise period.
After the first exercise period, ITA or any holder of the options is entitled to
transfer its options to any party that is entitled to be a stockholder of a
concession holder under the Airport Law.
Dividends
See Note 10.
8. Rentals under operating leases
The Company leases commercial space inside and outside the terminals to third
parties under operating leases. The following is a schedule by years of minimum
future rentals on noncancelable operating leases as of December 31, 2002
including minimum secured commercial lease agreements per passenger:
Period ending December 31:
2003 Ps. 195,925
2004 227,466
2005 242,727
2006 259,178
2007 275,788
Thereafter 1,242,493
---------------
Ps. 2,443,577
===============
9. Foreign currency balances and transactions
The foreign currency position of monetary items at December 31, 2001 and 2002,
were as follows:
Foreign currency Period end
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
December 31, 2001
Assets:
Cash and marketable securities US$ 29,141 Ps. 9.169 Ps.267,194
Prepaids 3,336 9.169 30,583
Liabilities:
Accrued expenses
and other payables 2,196 9.169 20,135
Foreign currency Period end
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
December 31, 2002
Assets:
Cash and marketable securities US$ 1,342 Ps. 10.439 Ps.14,010
Prepaids 3,685 10.439 38,469
Deposits 104 10.439 1,086
Liabilities:
Accrued expenses
and other payables 377 10.439 3,936
The principal foreign currency transactions during the year ended December 31,
2000, 2001 and 2002, were as follows:
Foreign currency Average
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
Year ended December 31, 2000 Income statement:
Technical assistance fees and
related costs US$ 5,000 Ps. 9.933 Ps.49,665
Interest expense 1,390 9.878 13,731
Professional services expenses 788 9.836 7,751
Other 111 9.892 1,098
Foreign currency Average
amounts exchange rate Mexican pesos
------- ------------- -------------
(thousands) (thousands)
Year ended December 31, 2001 Income statement:
Technical assistance fees and
Related costs US$ 3,319 Ps. 9.323 Ps.30,944
Professional services expenses 404 9.460 3,822
Other 1,340 9.323 12,493
Year ended December 31, 2002 Income statement:
Technical assistance fees and
Related costs US$ 3,234 Ps.10.043 Ps.32,481
Professional services expenses 487 9.762 4,754
Other 1,027 9.820 10,084
The prevailing exchange rate between the Mexican Peso and the US dollar at
December 31, 2001 and 2002 was Ps.9.1695 and Ps.10.3125, per US dollar,
respectively. The exchange rate was Ps.10.9832 per US dollar on February 14,
2003.
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, the
Company incurred Ps.155,895 in asset taxes of which Ps.31,525 was directly
charged to income for the year, since there was no certainty of its
recoverability in the future. The remaining asset taxes is estimated to be
recovered in the following ten years, when income tax incurred exceeds asset tax
in any of those years, and may be 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, 2000, 2001 and 2002 are as follows:
For the years
ended December 31,
------------------------------------------
2000 2001 2002
---- ---- ----
Income tax deferred (Ps. 140,168) (Ps. 161,402) (Ps. 118,499)
Employees' statutory profit
sharing:
Deferred (39,733) - (1,490)
------------- ------------- --------------
Provision for income tax
and employees' statutory
profit sharing (Ps. 179,901) (Ps. 161,402) (Ps. 119,989)
============= ============= =============
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, 2000, 2001 and 2002:
For the
years ended
December 31,
---------------------------------------------
2000 2001 2002
---- ---- ----
Tax at statutory rate (35%) (35%) (35%)
Change in tax rate
Non-deductible items and other
permanent differences 2% (2%) (1%)
Increase in valuation allowance (1%) (1%) (7%)
Change in income tax rate 12%
-------- ----- ------
Provision for income taxes (34%) (38%) (31%)
======== ===== ======
Under the amendments to the Income Tax Law in effect beginning January 1, 2002,
the income tax rate will be 35% in 2002 and will be gradually reduced by 1% a
year beginning in 2003 until it reaches 32% in 2005. As a result of the tax rate
reduction, the Company reduced its deferred tax liability by Ps.44,817 with a
corresponding credit to income.
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, 2001 and 2002, are as follows:
December 31,
------------
2001 2002
---- ----
Deferred income tax
Deferred tax assets:
Tax loss carryforwards Ps. 297,391 Ps. 371,283
Other 11,720 7,412
Valuation allowance (12,731) (37,516)
-------------- -------------
296,380 341,179
Deferred tax liabilities:
Airport concessions and rights to use
airport facilities (652,726) (813,961)
Other (121) (2,801)
--------------- ------------
(652,847) (816,762)
-------------- -------------
Net deferred tax liabilities before recoverable asset tax (356,467) (475,583)
Recoverable asset tax, net of valuation
allowance of Ps.31,525 - 124,370
-------------- -------------
Net deferred tax liabilities (Ps 356,467) (Ps 351,213)
============== =============
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. 38,060) (Ps. 37,496)
-------------- -------------
Net deferred income tax and employees'
statutory profit sharing liabilities (Ps. 394,527) (Ps. 388,709)
============== =============
Based on the weight of available evidence as of December 31, 2001 and 2002,
valuation allowances were recognized for the amount of the net deferred tax
assets as of December 31, 2001 and 2002, for which evidence does not indicate
that there is a high probability of future taxable income to realize the assets.
The change in deferred income tax assets (liabilities) for the years ended
December 31, 2000, 2001 and 2002 were as follows:
For the years ended
December 31
------------------------------------------
2000 2001 2002
---- ---- ----
Beginning balance (Ps. 43,548) (Ps. 195,065) (Ps. 356,467)
Deferred income tax expense (140,168) (161,402) (119,989)
Change in deferred income taxes
resulting from inflation effects on
monetary deferred tax balances (11,349) - 873
Deferred asset tax balance - - 124,370
------------- ------------ -------------
Ending balance (Ps. 195,065) (Ps. 356,467) (Ps. 351,213)
============= ============ =============
For tax purposes, the Company is currently amortizing the value of its airport
concessions at rates ranging from 6% to 10%. Prior to 2002, 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. Beginning in 2002, tax losses incurred may be amortized over the
following ten years. As of December 31, 2001 and 2002, the Company had tax loss
carryforwards of approximately Ps.849,689 and Ps.1,160,259, respectively.
Dividends paid from retained earnings are exempt from income tax provided they
arise from the After-tax Earnings Account, and any excess is subject to 34% on
the result of multiplying dividends paid by the factor of 1.5152. The respective
tax is payable by the Company and may be credited against income tax for the
same year in which the dividends are paid, or against income tax of the
following two years. Dividends paid are not subject to tax withholding. In the
event of a capital reduction, the amount exceeding capital contributions,
restated as provided in the Income Tax Law, is accorded the same tax treatment
as dividends, as required by the Income Tax Law. Through December 31, 2002, the
Company has generated minimal after tax earnings.
Substantially all of the Company's consolidated retained earnings were generated
by its subsidiaries. Retained earnings may be distributed to the Company's
shareholders to the extent the Company's subsidiaries have distributed earnings
to ASUR.
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.
ITA is also entitled to reimbursement for the out-of-pocket expenses it incurs
in its provision of services under the agreement.
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.8,527, Ps.6,882 and Ps.2,718 for the
years ended December 31, 2000, 2001 and 2002, respectively.
During the years ended December 31, 2000, 2001 and 2002, the Company recorded
expenses of Ps.47,452, Ps.53,696 and Ps.53,562, respectively, for electricity,
waste disposal, water and other services obtained from entities or agencies of
the Mexican government. Also, during the years ended December 31, 1999 and 2000,
the Company granted construction contracts for the Cancun, Merida, Cozumel and
Oaxaca airports totaling Ps.64,771 and Ps.14,471, respectively, to Triturados
Basalticos y Derivados, S. A. de C. V., a shareholder of ITA. As of December 31,
2000, the Company had advance payments of Ps.2,771 related to these construction
projects. These construction projects were concluded during the years ended
December 31, 2000 and 2001.
Also, see Notes 2(m), 7 and 11 for disclosures concerning certain other
transactions with related parties.
13. Commitments and contingencies
a) In December 2001, the Company entered into a new 12 month operating lease
for monthly payments of US$28,993. In September 2002, the Company entered in
to a 12 month operating lease for monthly payments of US$29,460.
Rental expense was approximately Ps. 5,822, Ps. 3,508 and Ps.3,527 for the
years ended December 31, 2000, 2001 and 2002, respectively.
b) On September 30, 1999, the Company submitted its Master Development Plans
for each of the nine airports to the Ministry of Communications and
Transportation for approval. These plans were approved by the Ministry of
Communications and Transportation on July 28, 2000. Based on the Master
Development Plans ("MDP"), the Company has committed to make aggregate
improvements of Ps.1,079,190 from 1999 to 2003 as follows:
Period Amount
------ ------
May 1, 1999 to December 31, 2000 Ps. 553,748
2001 262,708
2002 187,105
2003 75,629
---------------
Total Ps. 1,079,190
===============
Pursuant to the approval of the Company's investment programs, the Ministry
of Communications and Transportation authorized the Company to complete by
December 31, 2000 any projects which were required to have been completed
prior to December 31, 1999 under the terms of the concessions.
On November 30, 2000, the Ministry of Communications and Transportation
issued a communication informing the Company that it considers the
investment program for the years 1999-2000 to have been complied with, in
view of the fact that the Company signed agreements for 100% of the
aggregate improvement amounts required during the periods. At the meeting
held on October 26, 2001 with Aeronautica Civil ("DGAC") and ASUR, it was
agreed that in 2001, the Ministry of Communications and Transportation will
evaluate compliance of MDP based on the contracted investment. In
subsequent years, the annual review of compliance with MDP will be made by
the verification of the contracted investments and by the development and
conclusion of the investments engaged in previous years. The approved
investment programs replace the expenditure requirements of the Company's
concessions. The DGAC filed a lawsuit against Aeropuerto de Cancun, S. A.
de C. V. for supposed failure to comply with the 2001 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.
As of December 31, 2001 and 2002, the Company has capital expenditure
commitments under the Master Development Plans of Ps.123,626 and Ps130,818,
respectively for contracted investments.
c) 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.
d) 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.
e) Claims have been asserted against the Company by the municipalities of
Cancun, Cozumel, Merida, Minatitlan, Villahermosa and Veracruz for 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. 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.
f) On January 23, 2002, the Company was informed by Mexican judicial
authorities that Mexicana, Aeromexico and Aerolitoral, three Mexican-based
airlines controlled by Cintra, and Aeromar have initiated a lawsuit against
the Ministry of Communications and Transportation requesting that the
registration of specific tariffs filed by the Company in the second quarter
of 2001 with effect from June 1, 2001 be declared void. The new tariff
rates include certain increases from the old tariff rates for inflation as
provided for by the rate regulations, and are the Company's first rate
increases since the rate regulations went into effect. The lawsuit against
the Ministry of Communications and Transportation alleges that certain
procedural and other violations were made by the Ministry of Communications
and Transportation during the establishment of the airport rate
regulations. As a result of the lawsuit, the four airlines have been making
payments to the Company based on the old tariff rates. As of December 31,
2001 and 2002, the Company has outstanding receivables of approximately
Ps.9,000 and Ps.3,600, respectively, that are subject to the dispute. As of
the date of the financial statements, management is unable to determine the
likely outcome of the lawsuit as the lawsuit has been filed against the
Ministry of Communications and Transportation.
g) On March 12, 2002, the Company was informed by the Ministry of Finance and
Public Credit of claims for the payment of employees' statutory profit
sharing for the year ended December 31, 1999 of approximately Ps. 20.6
million (nominal figures) to employees of the Cancun 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.
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") 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, 2000 Cancun Cozumel Merida Servicios Other adjustments Total
----------------- ------ ------- ------ --------- ----- ----------- -----
Total revenues Ps. 899,701 Ps.61,267 Ps.96,643 Ps.165,107 Ps.221,527 (Ps.165,107) Ps.1,279,138
Operating
income (loss) 409,661 5,048 9,760 (6,313) 175,143 (166,323) 426,976
Total assets 7,313,004 628,282 934,866 43,680 13,426,202 (11,015,711) 11,330,323
Capital
expenditures 109,673 27,665 33,777 194 62,019 233,328
Depreciation and
amortization 199,706 16,335 27,088 2,588 74,867 320,584
Year ended Consolidation
December 31, 2001 Cancun Cozumel Merida Servicios Other adjustments Total
----------------- ------ ------- ------ --------- ----- ----------- -----
Total revenues Ps.864,569 Ps.59,499 Ps.95,769 Ps.140,333 Ps.210,789 (Ps.140,333) Ps.1,230,626
Operating income
(loss) 384,236 8,472 14,535 (876) 133,592 (141,209) 398,750
Total assets 7,734,967 647,400 952,535 28,247 13,769,692 (11,373,447) 11,759,394
Capital expenditures 215,080 40,537 31,060 726 75,511 362,914
Depreciation and
amortization 200,218 16,670 26,591 2,589 74,140 320,208
Year ended Consolidation
December 31, 2002 Cancun Cozumel Merida Servicios Other adjustments Total
----------------- ------ ------- ------ --------- ----- ----------- -----
Total revenues Ps.896,225 Ps.49,439 Ps.93,966 Ps.163,722 Ps.200,971 (Ps.163,722)Ps. 1,240,601
Operating income
(loss) 381,287 (4,702) 8,195 3,701 130,411 (163,722) 355,170
Total assets 7,386,007 681,610 915,716 41,207 13,201,256 (10,942,362) 11,283,434
Capital expenditures 155,799 46,385 20,930 1,994 39,963 265,071
Depreciation and
amortization 209,081 15,855 26,887 2,560 80,717 335,100
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
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,
2000 2001 2002
---- ---- ----
Reconciliation of net income:
Net income as reported under
Mexican GAAP Ps. 231,282 Ps. 267,159 Ps. 220,285
------------- ------------- -------------
US GAAP adjustments:
Amortization of airport concessions 160,892 160,892 160,892
Amortization of rights to use airport
facilities 25,769 25,681 21,330
Depreciation of machinery, furniture
and equipment 1,826 4,972 5,389
Deferred technical assistance fees (27,145) (26,745) (14,746)
Deferred employees' statutory profit
sharing (19,818) (62,593) (93,168)
Deferred income taxes, net of
inflation effects (56,920) (57,678) (386,961)
Tax on dividends (258,874)
------------- ------------- -------------
Total US GAAP adjustments 84,604 44,529 (566,138)
------------- ------------- -------------
Net income (loss) under US GAAP Ps. 315,886 Ps. 311,688 (Ps. 345,853)
============= ============= =============
Basic and diluted earnings per share Ps. 1.05 Ps. 1.04 (Ps. 1.15)
============= ============= =============
As of December 31,
2001 2002
---- ----
Reconciliation of stockholders' equity:
---------------------------------------
Total stockholders' equity reported under
Mexican GAAP Ps. 11,279,155 Ps. 10,771,258
------------------ ------------------
US GAAP adjustments:
Airport concessions (7,534,387) (7,373,495)
Rights to use airport facilities (474,561) (453,231)
Machinery, furniture and equipment (9,644) (4,255)
Deferred technical assistance fees 19,253 4,507
Deferred employees' statutory profit
sharing 733,653 640,485
Deferred income taxes 2,785,129 2,398,168
------------------ ------------------
Total US GAAP adjustments (4,480,557) (4,787,821)
------------------ ------------------
Total stockholders' equity under US GAAP Ps. 6,798,598 Ps. 5,983,437
================== ==================
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, 1999 Ps. 6,171,024
Net income 315,886
----------------
Balance at December 31, 2000 6,486,910
Net income 311,688
----------------
Balance at December 31, 2001 6,798,598
Net income (345,853)
Dividends paid (469,308)
----------------
Balance at December 31, 2002 Ps. 5,983,437
================
The following tables on present the condensed balance sheets and statements of
income of the Company, including all US GAAP adjustments, as of December 31,
2001 and 2002, and for the years ended December 31, 2000, 2001 and 2002.
As of December 31,
------------------
2001 2002
---- ----
Assets
Current assets:
Cash and cash equivalents Ps. 588,219 Ps. 439,739
Other current assets 541,892 283,008
--------------- ---------------
Total current assets 1,130,111 722,747
--------------- ---------------
Deferred technical assistance fee 19,253 4,507
Machinery, furniture and equipment - net 624,693 853,787
Airport concessions - net 278,645 229,401
Rights to use airport facilities - net 1,707,257 1,647,897
Deferred employees' statutory profit
sharing 695,594 600,937
Deferred income taxes 2,428,720 2,047,629
--------------- ---------------
Total assets Ps. 6,884,273 Ps. 6,106,905
=============== ===============
Liabilities and Stockholders' Equity
Seniority premiums Ps. 407 Ps. 652
Other current liabilities 85,268 122,816
--------------- ---------------
Total liabilities 85,675 123,468
--------------- ---------------
Capital 5,727,957 5,727,957
Legal reserve 25,323 38,681
Stock repurchase reserve 45,513 -
Retained earnings 999,805 216,799
--------------- ---------------
Total stockholders' equity 6,798,598 5,983,437
--------------- ---------------
Total liabilities and stockholders' equity Ps. 6,884,273 Ps. 6,106,905
=============== ===============
For the years ended December 31,
---------------------------------------------------
2000 2001 2002
---- ---- ----
Net revenues Ps. 1,279,138 Ps. 1,230,626 Ps. 1,240,601
--------------- ----------------- ---------------
Cost of services (357,630) (374,287) (449,123)
General and administrative
expenses (138,777) (132,014) (121,735)
Depreciation and amortization (132,093) (128,661) (147,489)
Other expenses (121,872) (101,778) (99,418)
--------------- ----------------- ---------------
Operating expenses (750,362) (736,740) (817,765)
--------------- ----------------- ---------------
Operating income 528,766 493,886 422,836
--------------- ----------------- ---------------
Net comprehensive financing
(cost) income (4,443) 36,882 27,170
Income tax expense (208,437) (219,080) (795,859)
--------------- ----------------- ---------------
Net income (expense) Ps. 315,886 Ps. 311,688 (Ps. 345,853)
=============== ================= ===============
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 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 historicalbook value (Ps.1,731,101 and
Ps.22,572, respectively, at November 1, 1998) and no value was assigned to the
airport concessions.
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.
Deferred technical assistance fee
Under Mexican GAAP, the fair value of stock based compensation is not recognized
in the financial statements.
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.101,200 at the date of grant. The fair value was based on an independent
appraisal and determined using the Black-Scholes model. During the years ended
December 31, 2000, 2001 and 2002, the Company recognized additional compensation
expense of Ps.27,145, Ps.26,745 and Ps.14,746, respectively.
Under US GAAP, in the event the stock options are exercised prior to the date
they become exercisable, the unamortized deferred technical assistance fee
associated with those options would be recognized immediately as part of
operating income.
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. Under US GAAP, the
Company has chosen to reflect the change in net deferred income taxes during the
period resulting from inflation as a component of income tax (expense) benefit.
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,
2000, 2001 and 2002, result from the differences in accounting for the airport
concessions, the rights to use airport facilities, the deferred technical
assistance fee, the machinery, furniture and equipment and the difference in
presenting the effects of inflation.
For US GAAP purposes, the transfer of the airport concessions to ASUR's
subsidiaries generated an aggregate net deferred tax asset of Ps. 2,911,322, for
the difference between the tax value and the book value of the airport
concessions at the transfer date. The net deferred tax asset was recorded as a
contribution to stockholders' equity.
The components of income tax expense, prepared after considering the impact of
US GAAP adjustments, for the years ended December 31, 2000, 2001 and 2002 are as
follows:
For the years ended
December 31,
----------------------------------------------
2000 2001 2002
---- ---- ----
Asset tax Ps. - Ps. - (Ps. 155,894)
Tax on dividends - - (258,874)
Deferred (208,437) (219,080) (381,091)
------------- ------------- --------------
Income tax expense (Ps. 208,437) (Ps. 219,080) (Ps. 795,859)
============= ============= ==============
As a result of the tax rate reduction, the Company reduced its deferred tax
asset by Ps.193,494 with a corresponding charge to income.
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, 2001 and 2002 are as follows:
December 31,
------------
2001 2002
---- ----
Deferred tax assets:
Airport concessions, rights to
use airport facilities and machinery
furniture and equipment Ps. 2,154,281 Ps. 1,692,910
Tax loss carryforwards 297,389 371,283
Recoverable asset tax - 155,894
Recoverable tax on dividends - 258,874
Other 11,142 4,215
Valuation allowance (27,354) (434,105)
--------------- ---------------
2,435,458 2,049,071
Deferred tax liabilities:
Deferred technical assistance fees (6,738) (1,442)
--------------- ---------------
Net deferred income tax assets Ps 2,428,720 Ps 2,047,629
=============== ===============
Based on the weight of available evidence as of December 31, 2001 and 2002,
valuation allowances were recognized for the amount of the net deferred tax
assets as of December 31, 2001 and 2002, that more likely than not will not be
realized. In 2002, the Company recognized valuation allowances for the deferred
tax assets generated by the Huatulco and Tapachula airports as well as it
subsidiaries Servicios Aeroportuarios del Sureste, S. A. de C. V. and Grupo
Aeroportuario del Sureste, S. A. de C. V. In addition, the Company recognized
valuation allowances for the asset tax and tax on dividends for the amounts
estimated that will not be realized.
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.
For US GAAP purposes, the Company recognized a deferred employees' statutory
profit sharing asset of Ps. 856,271, for the difference between the tax value
and the book value of the airport concessions at the transfer date. The net
deferred employees' statutory profit sharing asset was recorded as a
contribution to stockholders' equity.
The components of employees' statutory profit sharing expense, prepared after
considering the impact of US GAAP adjustments, for the years ended December 31,
2000, 2001 and 2002 are as follows:
For the years ended
December 31,
--------------------------------------------------
2000 2001 2002
---- ---- ----
Deferred (Ps. 59,549) (Ps. 62,593) (Ps. 94,657)
------------- ------------ ------------
(Ps. 59,549) (Ps. 62,593) (Ps. 94,657)
============= ============ ============
The effects of temporary differences that give rise to significant deferred
employees' statutory profit sharing assets and liabilities, prepared after
considering the impact of US GAAP adjustments, at December 31, 2001 and 2002 are
as follows:
December 31,
------------
2001 2002
---- ----
Deferred assets:
Airport concessions, rights to use
airport facilities and machinery, furniture
and equipment Ps. 615,509 Ps. 528,953
Tax loss carryforwards 84,968 116,026
Other 4,858 1,317
Valuation allowance (7,815) (44,908)
------------- --------------
697,520 601,388
Deferred liabilities:
Deferred technical assistance fees (1,926) (451)
------------- --------------
Net deferred employees' statutory
profit sharing assets Ps. 695,594 Ps. 600,937
============= ==============
Tax on dividends
Under Mexican GAAP, tax on dividends is recorded as a reduction of retained
earnings. 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.
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.
Contract termination fee and loss on natural disaster
Under Mexican GAAP, the contract termination fee and loss on natural disaster
were charged against the results of operations as an extraordinary item. Under
US GAAP, the contract termination fee would be considered an operating expense.
The contract termination fee and loss on natural disaster have been reclassified
as an operating expense in the USGAAP condensed income statement.
Concentrations As of December 31, 2001 and 2002, 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 InformationMexican 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 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.
Presented below are statements of cash flows of the Company for the years ended
December 31, 2000, 2001 and 2002, prepared after considering the impact of US
GAAP adjustments. The cash flow statements present nominal cash flows during the
periods, adjusted to December 31, 2002, purchasing power.
For the years ended
December 31,
----------------------------------------
2000 2001 2002
---- ---- ----
Operating activities:
Net income (loss) under US GAAP Ps. 315,886 Ps. 311,688 (Ps. 345,853)
Adjustments to reconcile net income to
cash flows provided by operating activities:
Loss from monetary position 41,720 39,730 31,579
Asset tax, tax on dividends and deferred
income taxes 208,437 219,080 795,859
Deferred employees' statutory profit sharing 59,549 62,593 94,657
Depreciation and amortization 132,093 128,661 147,489
Other expenses 33,010 26,745 14,746
Changes in operating assets and liabilities:
Trade receivables 2,443 (35,890) (36,861)
Recoverable taxes and other current assets 43,013 (44,622) 1,332
Trade accounts payable 5,444 (10,754) 1,207
Accrued expenses and other payables (20,948) 16,350 41,219
Payment of asset tax (155,895)
------------- ------------- -------------
Cash flows provided by operating activities 820,647 713,581 589,479
------------- ------------- --------------
Investing activities:
Short-term investments 244,069 (340,646) 265,191
Purchase of other rights and machinery
furniture and equipment (233,328) (362,914) (265,071)
------------- ------------- --------------
Cash flows provided by (used in) investing
activities 10,741 (703,560) 120
------------- ------------- --------------
Financing activities:
Repayment of notes payable (326,097) - -
Payment of dividends - - (469,308)
Payment of tax on dividends - - (258,874)
------------- ------------- --------------
Cash flows used in financing activities (326,097) - (728,182)
------------- ------------- --------------
Effects of inflation on cash and cash equivalents (34,779) (39,599) (9,897)
------------- ------------- --------------
Increase (decrease) in cash and cash equivalents 470,512 (29,578) (148,480)
Cash and cash equivalents at beginning of
period 147,285 617,797 588,219
------------- ------------- --------------
Cash and cash equivalents at end of period Ps. 617,797 Ps. 588,219 Ps. 439,739
============= ============= ==============
Interest paid Ps. 14,767 Ps. - Ps. -
Recently Issued Accounting Standards
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS 140")
which supersedes APB Opinion No. 16, "Business Combinations" and amends or
supersedes a number of related interpretations of APB 16. The statement is
effective for all business combinations initiated after June 30, 2001 and for
all business combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS 141 addresses financial accounting and
reporting for business combinations, eliminates the pooling-of-interests method
of accounting for business combinations, and prescribes the initial recognition
and measurement of goodwill and other intangible assets, accounting for negative
goodwill and the required disclosures in respects of business combinations. The
adoption of SFAS1 did not have a material impact on the consolidated financial
statements.
Also in July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") which supersedes APB Opinion No. 17, "Intangible Assets".
SFAS 142 addresses how intangible assets that are acquired individually or with
a group of other assets (but not those acquired in a business acquisition)
should be accounted for in financial statements upon their acquisition. SFAS 142
also addresses how goodwill and other intangible assets should be accounted for
after they have been initially recognized in the financial statements. The
provisions of SFAS 142 are required to be applied starting with fiscal years
beginning after December 15, 2001. SFAS 142 is required to be applied at the
beginning of an entity's fiscal year and to be applied to all goodwill and other
intangible assets recognized in its financial statements at that date. The
adoption of SFAS 142 did not have a material impact on the consolidated
financial statements.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"). SFAS 143 requires the recognition of a liability for
the legal obligations associated with the retirement of a tangible long-lived
asset that results from the acquisition, construction and (or) normal operation
of the asset. The liability is recognized at fair value in the period in which
it is incurred if a reasonable estimate of fair value can be made. A
corresponding asset retirement cost is added to the carrying value of the
long-lived asset and is depreciated to expense using a systematic and rational
method over its useful life. SFAS 143 is effective for fiscal year beginning
after June 15, 2002. Upon initial adoption, a liability is recognized for
existing asset retirement obligations and the associated asset retirement cost
is capitalized as an increase to the carrying value of the asset. The recognized
liability and asset are adjusted for cumulative accretion and accumulated
depreciation, respectively, from the time period when the asset retirement
obligation would have originally been recognized had this statement been in
effect to the date of initial adoption. The cumulative effect of initial
adoption of SFAS 143 is recorded as a change in accounting principle. Management
is currently evaluating the impact that the adoption of SFAS 143 will have on
the consolidated financial statement.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes SFAS No. 121,
"Accounting for the Impairnment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" and the accounting and reporting provisions of APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions". SFAS 144 retains the fundamental provisions
of SFAS 121 for recognition and measurement of the impairment of long-lived
assets to be held and used, but resolves a number of implementation issues and
establishes a single accounting model for assets to be disposed of. SFAS 144
also retains the requirements to report discontinued operations separately from
continuing operations and extends that reporting to a component of an entity
that either has been disposed of by sale, abandonment or distribution to owners
or is classified as held for sale. The provisions of SFAS 144 are effective for
financial statements issued for fiscal years beginning after December 15, 2001
and their interim periods. The provisions of SFAS 144 for long-lived assets to
be disposed of by sale or otherwise are effective for disposal activities
initiated after the effective date of SFAS 144 or after its initial application.
The adoption of SFAS 144 did not have a material impact on the consolidated
financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and
64, Amendment of SFAS No. 13, and Technical Corrections as of April 2002" ("SFAS
145"), SFAS 145 rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers," and SFAS No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." As a result, gains and losses from extinguishment of
debt will no longer be classified as extraordinary items unless they meet the
criteria of unusual or infrequent as described in Accounting Principles Boards
Opinion 30, "Reporting the Results of Operations -Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." In addition, SFAS 145 amends SFAS No. 13,
"Accounting for Leases," to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS 145 also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. SFAS 145 is effective for
fiscal years beginning after May 15, 2002. Management does not expect the
adoption of SFAS 145 will have a significant impact on the consolidated
financial statements.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"). The issuance of SFAS 146
nullifies the former guidance provided by the Emerging Issues Task Force
("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring" ("EITF 94-3"). SFAS 146 requires the recognition of a
liability for costs associated with exit or disposal activity when the liability
is incurred, rather than on the date commitment to an exit or disposal plan.
SFAS 146 is effective for liabilities, related to exit or disposal activities,
which are incurred after December 31, 2002, while earlier application is
encouraged. Management is currently evaluating the impact that the adoption of
SFAS 146 will have on the consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FAS 123" ("SFAS
148"). SFAS 148 continues to permit entities to apply the intrinsic method of
APB 25, "Accounting for Stock Issued to Employees", however, SFAS 148 is
intended to encourage companies to adopt the accounting provisions of SFAS 123,
"Accounting for Stock-Based Compensation" SFAS 148 provides three transition
methods for companies who choose to adopt the provisions of SFAS 123, the
prospective method, the modified prospective method and the retroactive
restatement method. In addition, SFAS 148 mandates certain new disclosures. SFAS
148 is effective for fiscal years ending after December 15, 2002, with early
adoption permitted. Management is currently evaluating the impact that the
adoption of SFAS 148 will have on the consolidated financial statements.
In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (an interpretation of FASB Statements No.
5, 57, and 107 and rescission of Interpretation No. 34)." FIN 45 clarifies the
requirements of SFAS No. 5, "Accounting for Contingencies, relating to a
guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. FIN 45 requires that upon issuance of a guarantee, the guarantor
must recognize a liability for the fair value of the obligation it assumes under
that guarantee. FIN 45's provisions for initial recognition and measurement
should be applied on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end. The
guarantor's previous accounting for guarantees that were issued before the date
of FIN 45's initial application may not be revised or restated to reflect the
effect of the recognition and measurement provisions of the Interpretation. The
disclosure requirements are effective for financial statements of both interim
and annual periods that end after December 15, 2002. The adoption of FIN 45 did
not have a material impact on the consolidated financial statements.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an interpretation of ARB 51." The
primary objectives of FIN 46 are to provide guidance on the identification of
entities for which control is achieved through means other than through voting
rights ("variable interest entities" or "VIEs") and how to determine when and
which business enterprise should consolidate the VIE (the "primary
beneficiary"). This new model for consolidation applies to an entity which
either (1) the equity investors (if any) do not have a controlling financial
interest or (2) the equity investment at risk is insufficient to finance that
entity's activities without receiving additional subordinated financial support
from other parties. In addition, FIN 46 requires that both the primary
beneficiary and all other enterprises with a significant variable interest in a
VIE make additional disclosures. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. FIN 46 applies to public enterprises as of the
beginning of the applicable interim or annual period, and it applies to
nonpublic enterprises as of the end of the applicable annual period. Management
is currently evaluating the impact that the adoption of FIN 46 will have on the
consolidated financial statements.