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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
Commission File Number:
Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
(Exact name of registrant as specified in its charter)
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(Translation of registrant’s name into English) |
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(Jurisdiction of incorporation or organization) |
Col. Rinconada del Bosque
(Address of principal executive offices)
Chief Financial Officer
Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
Col. Rinconada del Bosque
Telephone:
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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each representing ten Series B Shares |
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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
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:
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Title of each class: |
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Number of Shares |
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Series B Shares |
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Series BB Shares |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). N/A
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐
*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐ |
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Other |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
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Item 17 |
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☐ |
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Item 18 |
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
TABLE OF CONTENTS
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1 |
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Item 1. |
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2 |
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Item 2. |
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2 |
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Item 3. |
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2 |
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2 |
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5 |
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Item 4. |
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27 |
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27 |
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34 |
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66 |
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85 |
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85 |
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Item 4A. |
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86 |
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Item 5. |
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86 |
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Item 6. |
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118 |
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Item 7. |
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127 |
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127 |
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128 |
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Item 8. |
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130 |
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130 |
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133 |
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Item 9. |
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134 |
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134 |
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Item 10. |
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135 |
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135 |
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142 |
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142 |
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145 |
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Item 11. |
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145 |
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Item 12. |
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147 |
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Item 12A. |
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147 |
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Item 12B. |
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147 |
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Item 12C. |
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147 |
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Item 12D. |
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148 |
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Item 13. |
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149 |
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Item 14. |
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Material Modifications to the Rights of Security Holders and Use of Proceeds |
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149 |
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Item 15. |
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149 |
i
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Item 16. |
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151 |
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Item 16A. |
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151 |
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Item 16B. |
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151 |
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Item 16C. |
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151 |
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Item 16D. |
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152 |
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Item 16E. |
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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152 |
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Item 16F. |
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152 |
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Item 16G. |
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152 |
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Item 17. |
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156 |
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Item 18. |
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156 |
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Item 19. |
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157 |
ii
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our reports to the Securities and Exchange Commission, or the SEC, on Forms 20-F and 6-K, in our annual reports 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 financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:
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projections of revenues, income from operations, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios; |
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statements of our plans or objectives; |
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changes in our regulatory environment; |
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statements about our future economic performance or that of the countries in which we operate or the countries to and from which the passengers who use our airports arrive and depart; and |
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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 projections, plans, objectives, expectations, estimates and intentions expressed in forward-looking statements. These factors, some of which are discussed below under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico, Jamaica 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 eventualities related to other risks and uncertainties, including the duration and full extent of the impact of the coronavirus (“COVID-19”) pandemic on our business; may cause actual results to differ materially from those expressed in forward-looking statements. Additionally, we have approximated certain numbers in this annual report to their closest round numbers or a given number of decimal places. Due to rounding, figures shown as totals in tables may not be arithmetic aggregations of the figures preceding them.
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.
1
PART I
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Item 1. |
Identity of Directors, Senior Management and Advisers |
Not applicable.
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Item 2. |
Offer Statistics and Expected Timetable |
Not applicable.
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Item 3. |
Key Information |
SELECTED FINANCIAL AND OTHER DATA
The following tables present selected financial and other data for each of the periods indicated. This data should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements referred to in Item 18 hereof and included elsewhere in this document, including the notes thereto. Our audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.
References in this annual report on Form 20-F to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. References in this annual report on Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. References in this annual report on Form 20-F to “Jamaican dollars” or “J$” are to the lawful currency of Jamaica. We publish our audited consolidated financial statements in Mexican pesos.
This annual report on 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.20.5140 to U.S.$1.00, the noon buying rate for pesos on December 30, 2021, as published by the U.S. Federal Reserve Board. On April 15, 2022, the exchange rate for pesos as published by the U.S. Federal Reserve Board was Ps.19.9530 to U.S.$1.00.
This annual report on Form 20-F contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume. A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. When we refer to “terminal passengers,” we mean the sum of all arriving and departing passengers on commercial and general aviation flights, other than transit passengers. “Transit passengers,” are those who are generally not required to change aircraft while on a multiple-stop itinerary and who generally do not disembark from their aircraft to enter the terminal building. When we refer to “total passengers,” we mean the sum of terminal passengers and transit passengers. When we refer to “commercial aviation passengers,” we mean the sum of terminal and transit passengers, excluding general aviation passengers, such as those on private, non-commercial aircraft. This annual report on Form 20-F contains references to “air traffic movements,” which represent the sum of all aircraft arrivals and departures of any kind at an airport.
In reviewing this annual report, you should take into account the fact that certain margin and ratio calculations that utilize “total revenues” or “total operating costs” will reflect the effects of International Financial Reporting Interpretation Committee 12 Service Concession Arrangements (“IFRIC 12”), which provides the accounting treatment to be followed for service concession contracts for services considered to be public in nature. We recognize revenues and the associated costs of improvements to concession assets that we are obligated to perform at the airports as established by our Master Development Programs for our Mexican airports and by our Capital Development Programs for our Jamaican airports. The amount of revenues for these services are equal to the amount of costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results and do not represent a cash inflow. Furthermore, they are not directly related to our passenger traffic, which is the main driver of our revenues.
Consequently, changes in total revenues, total operating costs, operating margin, total revenues per terminal passenger and other ratios included in this annual report, as well as other ratios potentially useful to investors, may not be comparable between periods. In such instances we have included a parenthetical notation with comparable amounts or measures. Nominal results for amounts used in calculating certain margins, such as income from operations, are not affected by the adoption of IFRIC 12 and are therefore comparable. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”
On October 10, 2019, we took control of the operation, management, and administration of the Norman Manley International Airport (“NMIA”) located in Kingston, Jamaica, pursuant to a concession agreement that we signed with the Government of Jamaica on October 10, 2018 (the “NMIA Concession Agreement”). PAC Kingston Airport Limited (“PACKAL”), our wholly owned Jamaican subsidiary incorporated in September 2018, holds the concession for the operation of NMIA. As a result of taking over the operation and management of NMIA in October 2019, our selected consolidated financial and operating data for the fiscal year ended December 31, 2019, includes the consolidation of PACKAL’s financial and operating data from October 10, 2019. Therefore, financial and operating data for the fiscal year ended December 31, 2019, may not be directly comparable with financial and operating data for other fiscal years. PACKAL uses the U.S. dollar as its functional currency, and its financial statements are prepared in accordance with IFRS.
2
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Year ended December 31, |
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2017 |
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2018 |
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2019(13) |
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2020 |
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2021 |
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2021 |
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(thousands of pesos, except per share and per ADS data) |
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(thousands of U.S. dollars; except per share and per ADS data) (1) |
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Profit or loss and other comprehensive income data: |
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Revenues: |
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Aeronautical services (2) |
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Ps. |
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8,280,522 |
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Ps. |
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9,499,154 |
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Ps. |
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10,547,720 |
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Ps. |
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7,225,742 |
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Ps. |
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11,983,954 |
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U.S.$ |
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584,184 |
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Non-aeronautical services (3) |
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2,772,905 |
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3,183,532 |
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3,771,500 |
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2,448,053 |
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3,662,441 |
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178,534 |
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Improvements to concession assets (4) |
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1,312,491 |
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1,440,204 |
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1,906,801 |
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2,192,578 |
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3,368,511 |
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164,205 |
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Total revenues |
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12,365,918 |
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14,122,890 |
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16,226,021 |
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11,866,373 |
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19,014,906 |
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926,923 |
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Operating costs: |
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Costs of services: |
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Employee costs |
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663,360 |
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773,630 |
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877,068 |
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970,481 |
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1,115,750 |
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54,390 |
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Maintenance |
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505,352 |
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528,929 |
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578,510 |
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426,523 |
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546,548 |
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26,643 |
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Safety, security & insurance |
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317,023 |
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386,079 |
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428,208 |
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458,316 |
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510,440 |
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24,883 |
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Utilities |
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278,895 |
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334,994 |
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380,370 |
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355,562 |
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391,836 |
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19,101 |
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Other |
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345,777 |
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430,090 |
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480,708 |
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457,825 |
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425,057 |
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20,720 |
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Total costs of services |
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2,110,407 |
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2,453,722 |
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2,744,864 |
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2,668,707 |
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2,989,631 |
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145,736 |
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Technical assistance fees (5) |
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357,451 |
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411,477 |
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461,549 |
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289,154 |
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526,220 |
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25,652 |
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Concession taxes (6) |
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944,197 |
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1,076,350 |
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1,318,220 |
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908,310 |
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1,231,044 |
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60,010 |
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Depreciation and amortization: |
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Depreciation (7) |
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324,460 |
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400,205 |
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446,517 |
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495,292 |
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546,128 |
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26,622 |
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Amortization (8) |
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1,119,102 |
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1,169,432 |
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1,329,620 |
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1,505,069 |
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1,504,411 |
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73,336 |
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Total depreciation and amortization |
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1,443,562 |
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1,569,637 |
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1,776,137 |
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2,000,361 |
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2,050,539 |
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99,958 |
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Other (income) expense |
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(83,921 |
) |
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(73,152 |
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1,212 |
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(12,726 |
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(8,231 |
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(401 |
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Cost of improvements to concession assets (4) |
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1,312,491 |
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1,440,204 |
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1,906,801 |
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2,192,578 |
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3,368,511 |
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164,205 |
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Total operating costs |
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6,084,187 |
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6,878,238 |
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8,208,783 |
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8,046,384 |
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10,157,714 |
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495,160 |
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Income from operations |
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6,281,731 |
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7,244,652 |
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8,017,238 |
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3,819,989 |
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8,857,192 |
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431,763 |
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Finance cost - net |
|
|
|
(99,389 |
) |
|
|
|
(236,033 |
) |
|
|
|
(671,132 |
) |
|
|
|
(1,434,222 |
) |
|
|
|
(1,027,930 |
) |
|
|
|
|
(50,109 |
) |
|
Share of profit (loss) of associates |
|
|
|
(10,620 |
) |
|
|
|
(947 |
) |
|
|
|
79 |
|
|
|
|
3 |
|
|
|
|
1 |
|
|
|
|
|
- |
|
|
Income before income taxes |
|
|
|
6,171,722 |
|
|
|
|
7,007,672 |
|
|
|
|
7,346,185 |
|
|
|
|
2,385,770 |
|
|
|
|
7,829,263 |
|
|
|
|
|
381,655 |
|
|
Income tax expense |
|
|
|
1,440,641 |
|
|
|
|
1,869,041 |
|
|
|
|
1,891,443 |
|
|
|
|
467,067 |
|
|
|
|
1,785,546 |
|
|
|
|
|
87,040 |
|
|
Profit for the year |
|
|
|
4,731,081 |
|
|
|
|
5,138,631 |
|
|
|
|
5,454,742 |
|
|
|
|
1,918,703 |
|
|
|
|
6,043,717 |
|
|
|
|
|
294,614 |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
|
|
(226,494 |
) |
|
|
|
(103,569 |
) |
|
|
|
(269,440 |
) |
|
|
|
580,308 |
|
|
|
|
30,810 |
|
|
|
|
|
1,502 |
|
|
Remeasurements of employee benefit – net of income taxes |
|
|
|
(2,602 |
) |
|
|
|
(161 |
) |
|
|
|
(1,404 |
) |
|
|
|
(16,658 |
) |
|
|
|
15,263 |
|
|
|
|
|
744 |
|
|
Cash flow hedges, effective portion of changes in fair value, net of income tax |
|
|
n/a |
|
|
|
n/a |
|
|
|
-172094 |
|
|
|
|
(299,013 |
) |
|
|
|
500,765 |
|
|
|
|
|
24,411 |
|
|||
|
Total comprehensive income for the year |
|
|
|
4,501,985 |
|
|
|
|
5,034,901 |
|
|
|
|
5,011,804 |
|
|
|
|
2,183,340 |
|
|
|
|
6,590,555 |
|
|
|
|
|
321,271 |
|
|
Profit for the year attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling interest |
|
|
|
4,649,120 |
|
|
|
|
5,037,368 |
|
|
|
|
5,360,152 |
|
|
|
|
1,968,856 |
|
|
|
|
5,997,492 |
|
|
|
|
|
292,361 |
|
|
Non-controlling interest |
|
|
|
81,961 |
|
|
|
|
101,263 |
|
|
|
|
94,590 |
|
|
|
|
(50,153 |
) |
|
|
|
46,225 |
|
|
|
|
|
2,253 |
|
|
Profit for the year |
|
|
|
4,731,081 |
|
|
|
|
5,138,631 |
|
|
|
|
5,454,742 |
|
|
|
|
1,918,703 |
|
|
|
|
6,043,717 |
|
|
|
|
|
294,614 |
|
|
Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling interest |
|
|
|
4,451,659 |
|
|
|
|
4,936,526 |
|
|
|
|
4,937,027 |
|
|
|
|
2,164,639 |
|
|
|
|
6,510,307 |
|
|
|
|
|
317,359 |
|
|
Non-controlling interest |
|
|
|
50,326 |
|
|
|
|
98,375 |
|
|
|
|
74,777 |
|
|
|
|
18,701 |
|
|
|
|
80,248 |
|
|
|
|
|
3,912 |
|
|
Total comprehensive income for the year |
|
|
|
4,501,985 |
|
|
|
|
5,034,901 |
|
|
|
|
5,011,804 |
|
|
|
|
2,183,340 |
|
|
|
|
6,590,555 |
|
|
|
|
|
321,271 |
|
|
Basic and diluted earnings per share (9) |
|
Ps. |
8.8457 |
|
|
Ps. |
9.5845 |
|
|
Ps. |
10.1986 |
|
|
Ps. |
3.7461 |
|
|
Ps. |
11.5476 |
|
|
U.S.$ |
|
|
0.5629 |
|
|||||
|
Dividends per share (10) |
|
Ps. |
5.72 |
|
|
Ps. |
|
7.6200 |
|
|
Ps. |
|
8.4200 |
|
|
Ps. |
|
0.0000 |
|
|
Ps. |
|
0.0000 |
|
|
U.S.$ |
|
|
0.0000 |
|
|
|
Basic and diluted earnings per ADS (9) |
|
Ps. |
88.4577 |
|
|
Ps. |
|
95.8448 |
|
|
Ps. |
|
101.9863 |
|
|
Ps. |
|
37.4610 |
|
|
Ps. |
|
115.4760 |
|
|
U.S.$ |
|
|
5.6291 |
|
|
|
Dividends per ADS (10) |
|
Ps. |
|
57.2000 |
|
|
Ps. |
|
76.2000 |
|
|
Ps. |
|
84.2000 |
|
|
Ps. |
|
0.0000 |
|
|
Ps. |
|
0.0000 |
|
|
U.S.$ |
|
|
0.0000 |
|
|
Other operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total terminal passengers (thousands of passengers) (11) |
|
|
|
40,709 |
|
|
|
|
44,948 |
|
|
|
|
48,709 |
|
|
|
|
27,328 |
|
|
|
|
43,027 |
|
|
|
|
|
43,027 |
|
|
Total air traffic movements (thousands of movements) |
|
|
|
527 |
|
|
|
|
552 |
|
|
|
|
557 |
|
|
|
|
399 |
|
|
|
|
531 |
|
|
|
|
|
531 |
|
|
Total revenues per terminal passenger (12) |
|
Ps. |
|
304 |
|
|
Ps. |
|
314 |
|
|
Ps. |
|
333 |
|
|
Ps. |
|
434 |
|
|
Ps. |
|
442 |
|
|
U.S.$ |
|
|
22 |
|
|
Aeronautical and non-aeronautical services per terminal passenger |
|
Ps. |
|
272 |
|
|
Ps. |
|
282 |
|
|
Ps. |
|
294 |
|
|
Ps. |
|
354 |
|
|
Ps. |
|
364 |
|
|
U.S.$ |
|
|
18 |
|
|
Statement of financial position data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Ps. |
|
7,730,143 |
|
|
Ps. |
|
6,151,457 |
|
|
Ps. |
|
7,500,193 |
|
|
Ps. |
|
14,444,549 |
|
|
Ps. |
|
13,332,877 |
|
|
U.S.$ |
|
|
649,940 |
|
|
Total current assets |
|
|
|
8,980,159 |
|
|
|
|
7,840,207 |
|
|
|
|
9,367,484 |
|
|
|
|
16,846,109 |
|
|
|
|
16,397,575 |
|
|
|
|
|
799,336 |
|
|
Airport concessions, net |
|
|
|
11,754,661 |
|
|
|
|
11,412,118 |
|
|
|
|
10,821,596 |
|
|
|
|
10,649,220 |
|
|
|
|
10,328,521 |
|
|
|
|
|
503,486 |
|
|
Rights to use airport facilities, net |
|
|
|
986,995 |
|
|
|
|
930,296 |
|
|
|
|
873,598 |
|
|
|
|
816,898 |
|
|
|
|
1,208,406 |
|
|
|
|
|
58,906 |
|
|
Total assets |
|
|
|
39,517,532 |
|
|
|
|
39,550,502 |
|
|
|
|
41,577,804 |
|
|
|
|
51,361,173 |
|
|
|
|
55,323,085 |
|
|
|
|
|
2,696,845 |
|
|
Current liabilities |
|
|
|
2,295,147 |
|
|
|
|
2,172,523 |
|
|
|
|
4,676,566 |
|
|
|
|
5,262,675 |
|
|
|
|
9,362,958 |
|
|
|
|
|
456,418 |
|
|
Total liabilities |
|
|
|
17,440,763 |
|
|
|
|
17,778,353 |
|
|
|
|
20,908,361 |
|
|
|
|
28,508,390 |
|
|
|
|
34,894,485 |
|
|
|
|
|
1,701,008 |
|
|
Total equity attributable to controlling interest |
|
|
|
21,028,215 |
|
|
|
|
20,708,985 |
|
|
|
|
19,628,172 |
|
|
|
|
21,792,811 |
|
|
|
|
19,288,380 |
|
|
|
|
|
940,254 |
|
|
Common stock |
|
|
|
9,028,446 |
|
|
|
|
7,777,576 |
|
|
|
|
6,185,082 |
|
|
|
|
6,185,082 |
|
|
|
|
170,381 |
|
|
|
|
|
8,306 |
|
|
Non-controlling interest |
|
|
|
1,048,554 |
|
|
|
|
1,063,165 |
|
|
|
|
1,041,271 |
|
|
|
|
1,059,972 |
|
|
|
|
1,140,220 |
|
|
|
|
|
55,583 |
|
|
Statement of cash flows data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities |
|
Ps. |
|
6,168,702 |
|
|
Ps. |
|
7,235,619 |
|
|
Ps. |
|
8,164,057 |
|
|
Ps. |
|
3,566,567 |
|
|
Ps. |
|
11,095,446 |
|
|
U.S.$ |
|
|
540,872 |
|
|
Net cash flows used in investing activities |
|
|
|
(1,938,575 |
) |
|
|
|
(2,550,411 |
) |
|
|
|
(2,586,095 |
) |
|
|
|
(3,217,691 |
) |
|
|
|
(4,969,308 |
) |
|
|
|
|
(242,240 |
) |
|
Net cash flows (used in) provided by financing activities |
|
|
|
(1,687,316 |
) |
|
|
|
(6,166,694 |
) |
|
|
|
(4,231,529 |
) |
|
|
|
6,288,427 |
|
|
|
|
(7,351,525 |
) |
|
|
|
|
(358,366 |
) |
|
Effects of exchange rate changes on cash held: |
|
|
|
(806 |
) |
|
|
|
(97,200 |
) |
|
|
|
2,303 |
|
|
|
|
307,053 |
|
|
|
|
113,715 |
|
|
|
|
|
5,543 |
|
|
Increase (decrease) in cash and cash equivalents |
|
|
|
2,542,005 |
|
|
|
|
(1,578,686 |
) |
|
|
|
1,348,736 |
|
|
|
|
6,944,356 |
|
|
|
|
(1,111,672 |
) |
|
|
|
|
(54,191 |
) |
|
(1) |
Translated into U.S. dollars at the rate of Ps.20.5140 per U.S.$1.00, the noon buying rate on December 30, 2021, as published by the U.S. Federal Reserve Board. The U.S. dollar information should not be construed to imply that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rate or at any other rate. Per-share dollar amounts are expressed in U.S. dollars (not thousands of U.S. dollars). Operating data are expressed in the units indicated. |
3
|
(2) |
Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees, aircraft parking fees, fees for the transport of passengers from an aircraft to a terminal building, security charges for each departing passenger and other sources of revenues subject to regulation under our maximum rates. See “Item 4, Information on the Company – Regulatory Framework” for a description of our regulatory framework, including our maximum rates, and “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges” for certain exclusions to these fees in each of Mexico and Jamaica. |
|
(3) |
Revenues from non-aeronautical services consist of revenues not subject to regulation under our maximum rates, which are primarily revenues from leasing of commercial space to tenants, advertisers, certain ground transportation providers and other miscellaneous sources of revenues, as well as the revenues derived from business lines operated directly by us, which include car parking charges, advertising, VIP lounges and convenience stores. Pursuant to our operating concessions and the Mexican Airport Law (Ley de Aeropuertos) and the regulations thereunder, car parking services are currently regulated under the Mexican Airport Law but are excluded from regulated services under our maximum rates, although the Ministry of Communication and Transportation (Secretaría de Comunicaciones y Transportes), or “SCT,” could decide to regulate such rates. |
|
(4) |
Revenues from improvements to concession assets represent revenues generated from improvements made to concession assets and the related costs stemming from capital expenditures made as agreed with the Mexican government under our Master Development Programs for each fiscal year and with the Jamaican government in relation to our Capital Development Programs. These amounts did not result in actual cash inflows, nor did they have an effect on our consolidated net income, as revenues earned were equal to the costs incurred. See “Item 4, Information on the Company – Business Overview.” |
|
(5) |
We pay Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., or “AMP,” a technical assistance fee under the technical assistance agreement entered into in connection with AMP’s purchase of our Series BB shares. This fee is described in Item 7 hereof. |
|
(6) |
Each of our subsidiary concession holders in Mexico is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently 5.0% of each concession holder’s gross annual revenues (excluding revenues from improvements to concession assets and the recovery of costs). Gross annual revenue from the concession tax at the Montego Bay Airport (excluding revenues from improvements to concession assets and the recovery of costs) was 31.6%, 20.7% and 12.0% during 2019, 2020 and 2021, respectively. In the case of the Kingston airport the concession tax is of 62.01% over the gross annual aeronautical and commercial revenues. For more information, see “Item 5, Operating and Financial Review and prospects – Mexican Concession Tax and Jamaican Concession Fee.” |
|
(7) |
Reflects depreciation of machinery, equipment, and improvements on leased buildings. |
|
(8) |
Reflects amortization of concessions, improvements to concession assets, rights to use airport facilities, recovered long-term leases and parking lots. |
|
(9) |
Based on a weighted average of 525,575,547, 525,575,547, 525,575,547, 525,575,547, 519,372,684 common shares outstanding (excluding treasury shares) for the years ended December 31, 2017, 2018, 2019, 2020 and 2021, due to our stock repurchase program. Earnings per ADS are based on the ratio of 10 Series B shares per ADS. |
|
(10) |
Dollar amounts per share were U.S.$0.2912 in 2017, U.S.$0.3880 in 2018, U.S.$0.4464 in 2019, U.S.$0.1883 in 2020 and U.S.$ 0.5629 in 2021, per ADS were U.S.$2.9125 in 2017, U.S.$3.8808 in 2018, U.S.$4.4642 in 2019, U.S.$1.8832 in 2020 and U.S.$ 5.6291 in 2021. Per-share dollar amounts are expressed in U.S. dollars (not thousands of U.S. dollars). |
|
(11) |
Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft). |
|
(12) |
Total revenues for the period divided by terminal passengers for the period, expressed in pesos (not thousands of pesos). |
|
(13) |
Includes information for the Kingston airport for the period from October 10 to December 31, 2019. |
4
RISK FACTORS
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:
Risks Related to Our Operations
•Developments relating to the outbreak of the COVID-19 have had, and may continue to have, a material adverse impact on our financial condition or results of operations.
•Our revenues are highly dependent on levels of passenger and cargo traffic volumes and air traffic, which depend in part on factors beyond our control.
•A global economic and financial crisis may affect our business.
•Competition from other tourist destinations could adversely affect our business.
•Negative economic developments in Mexico could reduce domestic passenger traffic at our Mexican airports, which would adversely affect our business and results of operations.
•Our business is particularly sensitive to economic conditions and other developments in the United States.
•Changes in U.S. immigration and border policy could adversely affect passenger traffic to and from Mexico.
|
|
• |
Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of |
|
|
• |
international petroleum prices and access to credit. |
•Our business is highly dependent upon revenues from five of our airports and could be adversely impacted by any condition affecting those airports.
•International events, including acts of terrorism, wars and global epidemics, could have a negative impact on international air travel.
•Cyber-attacks or other interruptions of our security or information network could have an adverse effect on the operations of our airports and consequently on our financial results.
•We previously identified a material weakness in our internal controls related to ineffective general information technology controls. If we fail to maintain effective controls in the future, any material weakness in the future could adversely affect our ability to report our results of operations accurately and cause a loss of investor confidence and may adversely impact our stock price.
•Security enhancements and requirements may require additional investments or result in additional expenses.
•Our revenues and profitability may be adversely affected if we fail in our business strategy.
|
|
• |
Our acquisitions may not achieve anticipated benefits, and may increase our liabilities, disrupt our existing business and harm our results of operations. |
•Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
•Covenants in our indebtedness may limit our discretion with respect to certain business matters.
•If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.
•The loss of, or suspension of operations by, one or more of our key customers could result in a loss of a significant amount of our revenues.
•The main domestic airlines operating at our Mexican and Jamaican airports have in the past refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.
|
|
• |
The airlines at our airports may refuse to continue collecting passenger charges on our behalf or we may decide to collect passenger |
5
|
|
• |
charges ourselves, which would result in increased costs for us. |
•The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.
•Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.
•We may be liable for property tax claims asserted against us by certain Mexican municipalities.
|
|
• |
Inability to generate sufficient future taxable profits or adverse changes to tax laws, regulatory requirements or accounting standards |
|
|
• |
could have a negative impact on the recoverability of certain deferred tax assets. |
•Extreme weather and natural disasters could adversely affect our business.
Risks Related to the Regulation of Our Business
•Our business is dependent on international regulations affecting airlines.
•We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.
•We cannot predict how the laws and regulations governing our business will be applied.
•The regulations pursuant to which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.
•Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.
•If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions.
|
|
• |
If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including a termination of their respective concessions. |
|
|
• |
Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at the Montego Bay airport. |
•The Mexican government may terminate or reacquire our Mexican concessions under various circumstances, some of which are beyond our control.
•The Jamaican government may terminate or reacquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.
•The Mexican and Jamaican governments could grant new concessions that compete with our airports.
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• |
The SCT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs. |
•Changes to Mexican laws, regulations, including tax regulations, and decrees applicable to us could have a material adverse impact on our results of operations.
Risks Related to Our Strategic Shareholder
•AMP, our strategic shareholder, has significant influence over our operations, and AMP’s interests may differ from those of other shareholders.
•Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.
•If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.
•Our operations could be adversely affected if the technical assistance agreement is not renewed with AMP.
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•Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.
•Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.
Risks Related to Mexico
•Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations.
•Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
•The value and prices of securities issued by Mexican companies may be adversely affected by developments in other countries.
•Political conditions in Mexico could materially and adversely affect Mexican economic policy or business conditions and, in turn, our operations.
•Our business could be adversely affected by other claims by certain Mexican municipalities.
•High incidences of crime in Mexico and violence related to drug trafficking could adversely affect our business.
•Increased environmental regulation and enforcement in Mexico may affect us.
•Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic shareholders in Mexico.
•We are subject to different corporate disclosure and accounting standards than U.S. companies.
Risks Related to Jamaica
•Adverse economic conditions in Jamaica may adversely affect our financial condition or results of operations.
•Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.
•Our business in Jamaica is subject to substantial governmental regulation.
•High incidences of crime in Jamaica and violence related to drug trafficking could adversely affect our business.
•Government tax legislation in Jamaica may have an adverse effect on our financial condition and results of operations.
Risks Related to Our Structure, Shares and the Securities Market
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• |
Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us. |
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• |
Priority in Case of Bankruptcy. |
•The Company's bylaws can discourage acquisitions and depress the market for our shares.
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• |
As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume. |
Risks Related to Our Operations
Developments relating to the outbreak of the COVID-19 have had, and may continue to have, a material adverse impact on our financial condition or results of operations.
The COVID-19 outbreak, and measures taken by governments and private parties to contain or mitigate it, have had, and may continue to have, adverse consequences for the global economy, including materially reducing demand for, and availability of, worldwide air travel and therefore has had, and may continue to have, a material adverse effect on our business and results of operations. Those measures, some of which remain in place as of the date of this annual report or may be reinstated in the future, include travel restrictions imposed by governments (including the U.S., Mexican, Canadian, Jamaican and European governments), lockdowns, quarantines and health-related curfews, suspension of non-essential activities, travel advisories issued by governments discouraging air travel to certain destinations were COVID-19 is particularly virulent, work from home policies and other policies dissuading or restricting air travel for employees in the private and public sectors, cancellation of or restrictions in the number of attendees to business and entertainment events, which in turn, resulted in flight cancellations and a marked decline in passenger demand for air travel, domestically and worldwide. For purposes of these measures, airports were considered essential, and our airports have remained operational. However, from April through December 2020, we experienced a
7
decrease in passenger traffic (a 53.4% decrease as compared to passenger traffic for the same period the previous year), among other adverse effects of the COVID-19 pandemic. Although passenger traffic in 2021 increased 57.1% as compared to 2020, 2021 passenger traffic was still down 11.8% as compared to 2019.
The measures we have taken to mitigate the adverse effects of the COVID-19 pandemic, and any other strategic actions that we may take in the future in response to the COVID-19 pandemic, may not be effective in offsetting decreased passenger traffic and other adverse effects of the COVID-19 pandemic on our business. The continued recovery for our operations and results will depend on the duration and measures of containment of the pandemic implemented by the governments of Mexico, Jamaica, United States, Canada, and Europe. For instance, on November 24, 2021, a new variant of the COVID-19 virus, Omicron, was reported to the World Health Organization (WHO). This new variant was first detected in specimens collected on November 11, 2021, in Botswana and on November 14, 2021, in South Africa. In response to Omicron, beginning December 6, 2021, all air passengers, regardless of citizenship or vaccination status, arriving to the United States from a foreign country have to get tested for COVID-19 no more than 1 day before their flight departs and present the negative result to the airline before boarding the flight. The potential for a continued period of significantly reduced demand for travel has and will likely continue to result in significant lost revenue. See “Item 5 – Developments related to the outbreak of COVID-19.”
The extent to which COVID-19 could continue to adversely impact our results will depend on future developments that are highly uncertain and hard to predict, including new information which may emerge concerning the severity of COVID-19, the actions taken to contain COVID-19 or treat its impact and other developments which may impact public perception of the virus, availability of effective vaccines, the recurrence of the pandemic or the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, any additional travel warnings and restrictions, including any government mandates on air service, the impact it may have on passenger traffic and financial health and operations of our customer airlines. We cannot currently fully predict the extent to which the COVID-19 outbreak will continue to impact the frequency and pattern of our domestic and international passenger traffic, global air travel and the demand for air travel in the regions in which we operate. Continued travel restrictions or operational issues resulting from the rapid spread of COVID-19 could have a material adverse effect on our business and results of operations. We are also not able to predict whether the COVID-19 pandemic will result in permanent changes to frequency and pattern of our domestic and international passenger traffic, with such changes including but not limited to a permanent reduction in business travel as a result of increased usage of "virtual" and "teleconferencing" products and more broadly a general reluctance to travel by consumers, each of which could have a material adverse impact on our business, financial condition, or results of operations.
Furthermore, we could incur in additional operating expenses and significant investments related to new regulatory procedures in order to preserve the health of the passengers and the airport community, which could not be recovered through our maximum tariffs, as a result of this pandemic. During 2020 and 2021, we incurred Ps.13.0 million and Ps.5.2 million, respectively, of expenses and donations related to the measures against the pandemic.
In addition, an outbreak of another disease or similar public health threat, or fear of such an event, that affects travel demand, travel behavior or travel restrictions could adversely impact our business, financial condition, and operating results. Outbreaks of other diseases could also result in increased government restrictions and regulation, such as those actions described above or otherwise, which could adversely affect our operations.
The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this annual report.
Our revenues are highly dependent on levels of passenger and cargo traffic volumes and air traffic, which depend in part on factors beyond our control.
Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services. Our principal source of aeronautical service revenues is passenger charges. Passenger charges are payable for each passenger departing from the airport terminals we operate (except certain exclusions in each of Mexico and Jamaica, described below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”) and are collected by the airlines and paid to us. In 2019, 2020 and 2021, passenger charges represented 52.9%, 50.0% and 52.5%, respectively, of our total revenues (in 2019, 2020 and 2021, passenger charges represented 60.0%, 61.3% and 63.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues).
Passenger and cargo traffic volumes and air traffic movements depend in part on many factors beyond our control, including economic conditions in Mexico, Jamaica, the United States, Canada and Europe, the political situation in Mexico, Jamaica and elsewhere in the world, public health crises, the attractiveness of the destinations that our airports serve relative to those of other competing airports, fluctuations in petroleum prices, disruptions of global debt markets and changes in regulatory policies applicable to the aviation industry. Any decreases in air traffic to or from our airports as a result of factors such as these could adversely affect our business, results of operations, prospects and financial condition.
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A global economic and financial crisis may affect our business.
A global economic and financial crisis may lead to high volatility and lack of liquidity in the global credit and other financial markets. Such a downturn in the global economy may lead to increased commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums and a widespread reduction of business activity generally. These conditions may also limit the availability of credit and increased financial costs for companies around the world, including companies in Mexico, Jamaica, and the United States. Such a recession could significantly affect our ability to access credit to finance our future projects, therefore adversely affecting our business.
Competition from other tourist destinations could adversely affect our business.
The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly our international airports at Los Cabos, Puerto Vallarta and Montego Bay) may vary because of factors beyond our control, including the level of tourism in Mexico and Jamaica. 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 and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, the other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by travelers’ perceptions of the safety and political and social stability of Mexico and Jamaica. There can be no assurance that tourism levels, and therefore the number of passengers using our airports, in the future will match or exceed current levels. A reduction in tourism to the destinations served by our airports could directly and indirectly affect our revenues from aeronautical and non-aeronautical services.
Negative economic developments in Mexico could reduce domestic passenger traffic at our Mexican airports, which would adversely affect our business and results of operations.
Although a substantial portion of our revenues is derived from foreign tourism, domestic passengers have represented two-thirds of the passenger traffic volume at our Mexican airports for the last three years. Aside from our operation of the Kingston and the Montego Bay airport concessions in Jamaica and the operation of DCA in Spain, all our assets are located, and all our operations are conducted, in Mexico. Because our revenues are largely dependent on the level of passenger traffic at our airports, any decline in domestic traffic could have an adverse effect on our business, results of operations, prospects, and financial conditions. Therefore, if inflation or interest rates increase significantly or the Mexican economy is otherwise adversely impacted, our business, financial condition and results of operations could be materially and adversely affected because, among other things, domestic demand for transportation services may decrease. For more information on the potential impact of negative economic developments in Mexico, see “– Risks Related to Mexico – Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations” and “Item 5, Recent Developments – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.”
Our business is particularly sensitive to economic conditions and other developments in the United States.
Our business is particularly sensitive to trends in the United States relating to leisure travel, consumer spending and international tourism. In 2019, 2020 and 2021, 89.7%, 89.6% and 97.5%, respectively, of the international terminal passengers served by our Mexican airports arrived or departed on flights originating in or departing to the United States and 70.3%, 73.8% and 83.6%, respectively, of the passengers served by our Jamaican airports arrived or departed on flights originating on or departing to the United States.
Thus, our business is highly dependent on the condition of the U.S. economy, and events affecting the U.S. economy may adversely affect our business, results of operations and financial condition. The U.S. gross domestic product (“GDP”) increased at a rate of 3.0% in 2019, decreased 3.4% in 2020 and increased 5.7% in 2021, according to the U.S. Bureau of Economic Analysis. The outbreak of COVID-19 has adversely affected the economies and financial markets of many countries, including the United States, Jamaica and Mexico. The extent to which COVID-19 impacts these economies will depend on future developments, which are highly uncertain and cannot be predicted. If the U.S. economy falls into a recession or economic growth in the U.S. decelerates significantly, it would likely have a material adverse effect on our results of operations due to decreased passenger traffic travel to and from the United States. See “Item 5, Recent Developments – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.”
Any decision taken by the current U.S. administration, such as any changes to laws and policies, including laws and policies governing foreign trade and foreign relations, which could have a negative impact on the Mexican economy, such as reductions in the levels of remittances, reduced commercial activity among the two countries or a slowdown in direct foreign investment in Mexico, could adversely affect our business and our results of operations.
In addition, changes in economic, political, and social conditions in the United States could have an impact on the Mexican economy, which, in turn, could affect our business and results of operations.
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Other trends and developments in the United States may also adversely impact the frequency and pattern of our international passenger traffic, which may adversely affect our business, financial condition, or results of operations. For example, any development that could make travel to and from the United States less attractive to our passengers, including any tax reforms and changes to economic policies that could create tension between the Mexican and U.S. governments or reduce economic activity between Mexico and the United States, could negatively affect the level of passenger traffic in our airports and could have an adverse effect on our business and our results of operations.
Changes in U.S. immigration and border policy could adversely affect passenger traffic to and from Mexico.
Immigration reform and border policies, especially with respect to Mexico, continue to attract significant attention in the U.S. government and public arena. If new federal immigration legislation is enacted, such laws may contain provisions that could make it more difficult for Mexican citizens to travel between Mexico and the United States. Our Tijuana airport is connected to the U.S. border by the Cross-Border Express, or “CBX,” an international bridge that allows passengers to cross directly to the United States. By facilitating transfers between the United States and Mexico for travelers holding a boarding pass to all flights departing from or arriving in Tijuana and reducing connection and waiting times at both the San Isidro and Otay Mesa border crossings, the CBX has been a main driver in increasing passenger traffic at our Tijuana airport since its inauguration in December 2015. Any changes to U.S. laws and policies that affect the operation of the CBX, could adversely impact the passenger traffic at the Tijuana airport, which could have an adverse effect on our business and our results of operations.
In addition, new immigration and border legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel to and from Mexico. Such restrictions could have a material adverse effect on our passenger traffic results.
Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.
Our revenues are closely linked to passenger and cargo traffic volumes and air traffic movements at our airports, which are determined by the operating levels of airlines at our airports. Airlines’ costs are highly sensitive to the price of petroleum and their access to credit to finance their operations. Increased costs may increase ticket prices and reduce fleets, thereby decreasing flight frequencies and negatively impacting passenger and cargo traffic volumes.
International petroleum prices have experienced significant volatility in the recent past. For example, European Brent crude oil spot prices dropped from U.S.$67.77 per barrel on December 31, 2019 to U.S.$9.12 per barrel on April 21, 2020 and increased from U.S.$51.22 per barrel on December 31, 2020, to U.S.$77.24 per barrel on December 31, 2021. The price of fuel may be subject to further fluctuations resulting from a reduction or increase in output of petroleum, voluntary or otherwise, by oil-producing countries, other market forces, a general increase in international hostilities, or any future terrorist attacks. From December 31, 2021, to April 15, 2022, the European Brent crude oil spot prices surged 43.5% largely as a result of concerns over potential supply disruptions in connection with the current conflict between Russia and Ukraine, the outcome of which and the impact that it may have on fuel prices is uncertain. High fuel prices result in increases in airlines’ costs and may lead to airline financial difficulties and bankruptcies, higher ticket prices, cancellations of routes and decreases in frequencies of flights, and may decrease demand for air travel generally. Each of these may reduce passenger and cargo traffic at our airports.
Most airlines also depend on reliable access to credit at interest rates they can afford to finance their fleet of aircraft and make other large investments. As evidenced by the 2008-2009 global recession and financial crisis, high interest rates and disruptions in the global debt markets had an adverse effect on airlines’ ability to operate their fleets, forcing many to raise ticket prices, cancel routes, decrease the frequencies of flights or forego scheduled investments. Such reductions in operations by airlines lead to lower passenger and cargo traffic volumes at our airports, which may have an adverse impact on our results of operations.
See “– The loss of, or suspension of operations by, one or more of our key customers could result in a loss of a significant amount of our revenues” for a more detailed description of which of our major airline customers have recently reduced or cancelled operations at our airports.
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Our business is highly dependent upon revenues from five of our airports and could be adversely impacted by any condition affecting those airports.
In 2021, approximately 80.9% of the sum of aeronautical and non-aeronautical revenues was generated from five of our fourteen airports. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports in 2021:
|
Airport |
|
December 31, 2021 |
|
|
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Guadalajara |
|
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26.4 |
% |
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Los Cabos |
|
|
18.4 |
% |
|
Tijuana |
|
|
15.4 |
% |
|
Puerto Vallarta |
|
|
11.2 |
% |
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Montego Bay |
|
|
9.5 |
% |
|
Eight other Mexican airports (combined) and Kingston |
|
|
19.1 |
% |
|
Total revenues |
|
|
100.0 |
% |
As a result of the substantial contribution to our aeronautical and non-aeronautical revenues from these five airports, any event or condition affecting these airports could have a material adverse effect on our business, results of operations, prospects and financial condition.
International events, including acts of terrorism, wars and global epidemics, could have a negative impact on international air travel.
International events may negatively impact international air travel. Terrorist attacks, wars, other armed conflicts, and public health crises could negatively affect the frequency and pattern of air travel worldwide. For instance, the current increase in geopolitical tensions and hostilities in connection with the conflict between Russia and Ukraine, and the trade and monetary sanctions that have been imposed in connection with those developments, have affected, and could significantly affect, worldwide oil prices and demand, cause turmoil in the global financial system and negatively impact air travel, as well as, supply chain and raw materials worldwide could be impacted.
Any future terrorist attacks, whether or not involving aircraft, may adversely affect our business, results of operations, prospects, and financial condition. Moreover, we cannot predict what effect any future terrorist attacks or threatened attacks on the United States or any retaliatory measures taken by the United States in response to these events may have on the U.S. economy or leisure travel trends, which may negatively affect our results of operations. Similarly, our Mexican and Jamaican airport operations could be negatively impacted by terrorist attacks on aircraft.
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 armed conflict around the world, outbreaks of health epidemics 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.
Cyber-attacks or other interruptions of our security or information network could have an adverse effect on the operations of our airports and consequently on our financial results.
Cyber-attacks and their impact on our networks and systems, including the introduction of viruses, malware, faulty software, equipment outages and other interruptions in or unauthorized access of company systems, have increased in frequency, extent and potency in recent years. We continuously evaluate our weaknesses, maintain security software, and employ countermeasures to prevent breaches to our data and systems, and regularly review these preventive measures to avoid cyber-attacks and other interruptions to our business. For example, our information systems are protected from exogenous events with backup systems, including physical and software safeguards, such as malware protection, intrusion detection and prevention systems, vulnerability assessment and penetration testing, inventory of authorized and unauthorized software and hardware, as well as a security awareness program. In addition, we have implemented unified threat management and access control in all of our airports’ networks. We use the “CyberArk” software to monitor access and activity of all our privileged accounts and the “Trend Micro Smart Protection Suites” to improve the security of our servers.
Nevertheless, any disruption, failure, or security breach of our information technology infrastructure, including our back-up systems, could have a negative impact on our operations. The preventive actions that we employ to reduce the risk of experiencing a cyber-attack and to protect our network and information could be inadequate to stop a cyber-attack in the future, which could hinder our ability to protect the privacy of our clients and business and cause the unauthorized distribution of valuable financial information and confidential data relating our clients and business. The costs associated with a possible cyber-attack on our systems include increased expenses associated with reinforcing cyber-security measures, loss of business due to the interruption of services, litigation, and damage to our reputation. Such outcomes could cause significant losses or decreases in the price of our shares. The potential losses related to cyber-attacks and disruptions of our network could also surpass our insurance coverage.
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We previously identified a material weakness in our internal controls related to ineffective general information technology controls. If we fail to maintain effective controls in the future, any material weakness in the future could adversely affect our ability to report our results of operations accurately and cause a loss of investor confidence and may adversely impact our stock price.
We reported in Part II, Item 15 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020 that our management identified a material weakness in internal control related to ineffective general information technology controls (GITCs), during 2021, our management implemented different actions to remediate the material weakness. Remediation of the material weakness does not provide assurance that our internal control over financial reporting will continue to operate properly. If we are unable to maintain effective internal controls over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected. Any material weaknesses, identified in the future may adversely affect our business and operating results and the price of our securities and cause a loss of investor confidence. We cannot be certain that in the future additional material weaknesses will not exist or otherwise be discovered.
Security enhancements and requirements may require additional investments or result in additional expenses.
The air travel business is susceptible to, and has experienced, increased costs resulting from enhanced security and higher insurance. Following the events of September 11, 2001, we reinforced security at our airports, and our general liability insurance premiums increased substantially. For more information on the insurance policies we carry, see “Item 4, Information on the Company – Property, Plant and Equipment.” Because a substantial majority of our international flights involve travel to the United States, we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of the Mexican and Jamaican civil aviation authorities.
The users of airports, principally airlines, also have been subject to increased costs, as they have been required to adopt additional security measures and their insurance premiums have also increased substantially. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican and Jamaican governments have not done so and have given no indication of any intention to do the same. In the future, airlines may be required to comply with more rigorous security rules or guidelines and premiums for aviation insurance could rise further. In addition, fuel prices, supplies and interest rates for airlines aircraft lease agreements, 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 (such as the conflict between Russia and Ukraine) or a reduction in output of fuel, voluntary or otherwise, by oil producing countries. Increases in airlines’ costs may result in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations.
If authorities require enhancements to security equipment or adoption of additional security measures, we may be required to undertake significant additional expenses and capital expenditures. We cannot guarantee that these expenses and/or capital expenditures will be considered for our Mexican airports in our Maximum Tariff and Master Development Programs negotiations. Therefore, these additional expenses could negatively affect our cash flows and affect our results of operations.
In the case of any change in security enhancement requirements in Jamaica, the Jamaican civil aviation authorities have permitted any such unavoidable and unforeseen expenditure to be treated as a cost pass-through for the purposes of regulation, allowing for an increase in regulated charges at any time within the tariff review period to cover the cost of additional security requirements. However, we can provide no assurance that we would be successful in negotiating new tariffs to recover the expenses and/or capital expenditures needed to comply with any new security requirements.
Our revenues and profitability may be adversely affected if we fail in our business strategy.
Our ability to increase our revenues and profitability depends in part on our business strategy, which consists of setting prices as close as possible to our regulatory maximum rates for any given year for our Mexican and Jamaican airports, as well as, reducing operating costs, controlling our capital expenditure commitments under our Master Development Programs with the Mexican government and under the Capital Development Program with the Jamaican government, increasing passenger and cargo traffic at our airports and increasing revenues from commercial activities.
Our ability to increase our commercial revenues is significantly dependent, among other factors, on increasing passenger traffic at our airports and on our ability to continue remodeling, expanding, and modernizing the commercial areas we operate within our airports and on the introduction of new business lines. Further, we are in the process of expanding the amount and types of business lines that we operate directly.
within our airports. Revenues from business lines operated directly by us represented 26.5%, 23.3% and 23.1% of non-aeronautical revenues in 2019, 2020 and 2021, respectively (7.0%, 5.9% and 5.4% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2019, 2020 and 2021, respectively).
We cannot provide assurance that we will be successful in implementing our strategy of increasing our passenger traffic or our revenues from commercial activities, including those that we operate directly. The passenger traffic volume in our airports depends on factors beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve. Additionally, our new commercial strategy of increasing revenues by operating lines of businesses in our airports directly could result in the loss of a significant amount of revenues, or not generate the level of profitability sufficient to increase our results of operations. Accordingly, there can be no assurance that the passenger traffic volume in our airports will increase or that our profitability will increase.
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Our acquisitions may not achieve anticipated benefits, and may increase our liabilities, disrupt our existing business and harm our results of operations.
The benefits we expect to receive from our acquisitions depend on our ability to integrate the operations, services, personnel and administrative infrastructure of the acquired businesses in a timely and efficient manner. Acquisitions also entail increased operating costs, as well as greater allocation of management resources away from daily operations. Additionally, the business growth opportunities, revenue benefits, cost savings and other benefits we anticipate resulting from our acquisitions may not be achieved as expected or may be delayed. To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, or if we are required to recognize impairments of acquired assets, investments or goodwill, our results of operations and financial condition may be adversely affected.
In October 2018, we signed the NMIA Concession Agreement with the Government of Jamaica for the operation, modernization, and expansion of the NMIA located in Kingston, Jamaica. On October 10, 2019, we took control of the operation, management, and administration of the NMIA. While the NMIA is the second airport we operate in Jamaica, we may not be able to fully implement our business strategy or integrate its operations with the Montego Bay Airport, which could adversely affect our results of operations and financial condition.
Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
As of December 31, 2021, our outstanding consolidated indebtedness was Ps.27.8 billion (approximately U.S.$1.4 billion). This indebtedness may constrain our ability to raise incremental financing or increase the cost at which we could raise and maintain any such financing or impair our ability to take advantage of significant business opportunities that may arise. As a result of this indebtedness, we may also be more vulnerable to general adverse economic, industry or competitive conditions. We cannot assure you that our business will generate cash in an amount sufficient to enable us to service our debt or to fund our other liquidity needs, which may adversely affect our overall performance. We may need to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms. These risks may be intensified due to the impact of the COVID-19 pandemic. See “Item 5, Recent Developments – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.” and “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”
Covenants in our indebtedness may limit our discretion with respect to certain business matters.
The instruments governing our indebtedness, or the indebtedness of our operating entities may contain restrictive covenants limiting our discretion with respect to certain business matters. These covenants could place significant restrictions on, among other things, our ability to incur additional liabilities, acquire new equity investments, engage in mergers or acquisitions, pay dividends, create liens or other encumbrances or make certain other payments, investments, loans and guarantees. These covenants could also require us to meet certain financial ratios and financial condition tests. A failure to comply with any such covenants could result in a default which, if not cured or waived, could permit acceleration of the relevant indebtedness.
If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.
Although we believe we maintain positive relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for 35.0% of our total employees in Mexico and 40.0% in Jamaica as of December 31, 2021), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.
The loss of, or suspension of operations by, one or more of our key customers could result in a loss of a significant amount of our revenues.
Most of our revenues are driven by the operations of a few key airline customers. In 2021, Concesionaria Vuela Compañía de Aviación, S.A. de C.V. (“Volaris”), Aeroenlaces Nacionales, S.A. de C.V. (“VivaAerobus”), Grupo Aeroméxico, S.A.B. de C.V. (“Aeroméxico Group” a holding company that owns Aeroméxico and Aeroméxico Connect) and American Airlines, Inc. (“American Airlines”) transported a significant percentage of our passenger traffic. During 2021, the passenger charges collected by these four airlines accounted for 20.9%, 6.4%, 5.0% and 4.0%, respectively, of total revenues in our airports (25.5%, 7.8%, 6.0% and 4.8%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2021).
In June 2020, Aeromexico Group announced that it filed for Chapter 11 bankruptcy due to the unprecedented challenges relating to the COVID-19 pandemic. After 20 months, in March 2022, Aeromexico completed successfully its financial reorganization process. During 2019, 2020 and 2021, the passenger charges collected by Aeromexico accounted for 6.0%, 4.7% and 5.0% of total revenues in our airports, respectively (6.8%, 5.7% and 6.0% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2019, 2020 and 2021, respectively). If any airline customer that seeks to restructure or recapitalize is unable to do so successfully or if our commercial arrangements with these key airline customers are not maintained, any investments or other assets associated with those airline customers could become impaired, and our business and results of operations could be materially adversely affected.
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As of December 2020, Interjet stopped operations at our airports and as of December 31, 2021, Interjet had a balance due of Ps.47.6 million, which, in 2020, was reserved as expected credit loss. During 2019 and 2020, the passenger charges collected by Interjet accounted for 3.9% and 1.0% of our total revenues, respectively (4.3% and 1.2% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2019 and 2020, respectively).
None of our contracts with our airline customers obligate them to continue providing service to our airports, and we can offer no assurance that if any of our key customers reduce their use of our airports, competing airlines would add flights to their schedules to replace any flights no longer handled by our principal airline customers. In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another, except if the passenger originated travel outside Mexico, thus limiting 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.
Furthermore, passenger charges, which accounted for 52.9%, 50.0% and 52.5% of our revenues in 2019, 2020 and 2021, respectively (60.0%, 61.3% and 63.8%, respectively, when taking into account only the sum of aeronautical and non-aeronautical revenues), are collected, pursuant to passenger charges collection agreements, by airlines from passengers on our behalf and are later paid to us, depending on the airline, within no more than 60 days following the date of each flight. During 2019, 2020 and 2021, the average collection term of passenger charges was 54, 67 and 62 days, respectively. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges – Passenger Charges in Mexico.” Consequently, if any of our key airline customers were to become insolvent or seek bankruptcy protection, we would be an unsecured creditor with respect to any unpaid passenger charges, and we would not be assured of collecting the amounts invoiced to that airline for passenger charges despite cash deposits held in guarantee. Additionally, we could not be assured that we would recover the traffic they would stop transporting. Both scenarios could negatively affect our cash flows from operations or our results of operations.
Furthermore, the COVID-19 pandemic has and will likely continue to adversely affect the global airline industry. As a result, one or more airlines could stop making payments to our airports. See “Item 5, Recent Developments – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.”
Additionally, if some of our commercial clients were to face difficulties making their payments to our airports, some clients may decide to leave our commercial spaces and cancel their contracts. This could potentially have a negative effect on our revenues.
The main domestic airlines operating at our Mexican and Jamaican airports have in the past refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.
In the past, certain of the domestic airlines operating at our Mexican and Jamaican airports refused to pay certain increases in the specific tariffs we charge for aeronautical services. Although these prior disputes were resolved, because only a few airlines contribute a substantial portion of our revenues, our results of operations could be adversely impacted if any of these (or any of our other) airlines should refuse to make payments in the future. Moreover, during periods of economic downturn, the airlines that operate at our airports may be more likely to oppose increases in our charges for aeronautical services in future years, which could adversely impact our results of operations. See “Item 4, Information on the Company – Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers.”
The airlines at our airports may refuse to continue collecting passenger charges on our behalf or we may decide to collect passenger charges ourselves, which would result in increased costs for us.
The airlines operating at our airports collect a passenger charge on our behalf from each departing passenger on an aircraft (except certain exclusions in each of Mexico and Jamaica, described below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”).
Currently, we have entered into collection agreements with the airlines that operate at our Mexican airports to collect those passenger charges on our behalf. As a result, passenger charges are included in the cost of passengers’ tickets, and we issue invoices for those charges to each airline. We and the airlines with which we have these collection agreements have the right to cancel them with prior notice to the other party. If we or one of our airline customers were to cancel a collection agreement, we would have to implement a collection system of our own to collect passenger charges from passengers directly. The installation and operation of such a collection system would result in additional costs for us, which would negatively impact our results of operations.
MBJA has contracts with 92.0% of the airlines that operate at the Montego Bay airport for the collection of passenger charges on its behalf. The collection of passenger charges by the airlines is an express covenant under the current operating agreements signed by each airline operating at the Montego Bay airport, whereby these airlines must pay MBJA for regulated passenger charges.
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As part of the transition process, all agreements held by the previous operator of the Kingston airport were assigned or novated to PACKAL. All agreements with airlines and the International Air Transport Association (“IATA”) that were assigned or novated to PACKAL by the previous operator as part of this process are space license agreements, each of which includes a schedule of conditions of use outlining the policies for aeronautical operation and requiring that each airline collect all passenger and security charges from departing passengers on behalf of the airport and remit such charges to the airport operator. Airlines operating in NMIA could refuse to collect passenger charges on behalf of the airport.
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, airlines, and ground transportation providers. We also depend upon the government or entities of the government for provision of services, such as electricity, supply of fuel for aircraft, air traffic control and immigration and customs services for our international passengers. Additionally, the disruption or stoppage of taxi or bus services at one or more of our airports could also adversely affect our operations. 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.
In addition, we are dependent on third-party providers of certain complementary services such as catering, baggage handling, and operation of airport buses and passenger walkways. If these service providers were to halt operations at any of our airports, we would be required to seek a new service provider or provide services ourselves, either of which would likely result in increased capital expenditures or costs and have an adverse impact on our cash generation and results of operations.
Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.
Some of our airports are partly sited on lands that were expropriated by the Mexican government pursuant to its power of eminent domain. Prior to their expropriation, some of these lands had been held by groups of individuals through a system of communal ownership of rural land known as an ejido. Certain of these former ejidos’ participants have asserted indemnity claims against the Mexican government challenging the expropriation decrees. See “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”
The Mexican government owns the land on which Guadalajara International Airport operates and has granted us the right to use that land for the purpose of operating the airport pursuant to our concession. Currently, there are squatters residing on or claiming rights to a portion of the property, at least one of whom has attempted to subdivide and sell off certain portions of the property. As owner of the property, the Mexican government must initiate any actions directed at removing these persons from the property.
In addition, during various periods of 2019 and 2020, members of an ejido called el Zapote blocked access to commercial areas of the Guadalajara International Airport, specifically the parking facilities, which resulted in commercial revenues losses of Ps.28.5 million in 2019 (19.5% of our total car parking charges at the airport for 2019) and Ps.16.7 million in 2020 (23.2% of our total car parking charges at the airport for 2020). Although we recovered control of these areas on February 12, 2020, if these persons occupy the area again in the future, their presence could have an adverse impact on our operations, revenues and security, and could restrict our ability to expand our operations, at the Guadalajara airport.
In addition to challenging the expropriation, certain of the former ejido Tampico participants are also currently occupying portions of Tijuana International Airport property. While these persons are not currently interfering with the airport’s operations, their presence could limit our ability to expand the airport into the areas they occupy. There can also be no assurance that the former ejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction, which may negatively impact our results of operations.
Our Mexican concessions guarantee our access to the land and any interruption caused to our operations by any of the ejidos is the responsibility of the Mexican government. Although the Mexican government must provide restitution for any economic loss resulting from a disruption in access to our airports, there can be no assurance that the former ejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction. There also can be no assurance that the legal proceedings will be resolved in our favor, which may negatively impact our results of operations.
We may be liable for property tax claims asserted against us by certain Mexican municipalities.
We remain subject to ongoing property tax claims that have been asserted against us by certain municipal authorities for the payment of property taxes with respect to certain of the properties on which we operate our airports. We believe that under the law, the Mexican government, as the owner of the property upon which we operate our airports, would currently be responsible for paying these taxes directly if
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a court were to determine that these taxes must be paid. See “Item 8, Financial Information – Legal Proceedings – Property tax claims by certain municipalities” for a full discussion of these property tax proceedings.
Additionally, if the Mexican government changes the current laws or if we do not prevail in the aforementioned proceedings, these tax liabilities could have an adverse effect on our financial condition and results of operations.
Inability to generate sufficient future taxable profits or adverse changes to tax laws, regulatory requirements or accounting standards could have a negative impact on the recoverability of certain deferred tax assets.
We recognize deferred tax assets relating to tax losses carried forward and deductible temporary differences only to the extent that it is probable that future taxable profit will be available against which the tax losses carried forward and the temporary differences can be utilized. Net deferred tax assets amounted to approximately Ps.6.2 billion at December 31, 2021. The deferred tax assets are quantified based on currently enacted tax rates and accounting standards and are subject to change because of future changes to tax laws or the rules for computing taxable profits and allowable losses. Failure to generate sufficient future taxable profits or changes in tax laws or accounting standards may reduce our estimated recoverable amount of net deferred tax assets. Such a reduction could have an adverse effect on our Consolidated Statement of Profit or Loss. For further information on deferred tax assets, refer to Note 12 to our audited consolidated financial statements. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies – Deferred Tax Assets.”
Extreme weather and natural disasters could adversely affect our business.
The Pacific and Central regions of Mexico and the island of Jamaica experience seasonal torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. Extreme weather and 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 extreme weather and natural disasters, including increases in frequency, severity, or duration of such disasters due to climate change, 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 for our Mexican airports. 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 any of our insurance policies.
Risks Related to the Regulation of Our Business
Our business is dependent on international regulations affecting airlines.
Airline regulations promulgated by international bodies or regulatory agencies in other countries could affect our operations and potentially affect our revenues or results of operations.
For instance, on May 25, 2021, the U.S. Federal Aviation Administration (“FAA”) announced that, following an assessment of the Federal Civil Aviation Agency, it had determined that Mexico was not in compliance with international safety standards set by the International Civil Aviation Organization (“ICAO”), and, as a result, downgraded Mexico’s aviation safety rating from “Category 1” to “Category 2”.
Under FAA regulations, because of this downgrade, Mexican airlines are not permitted to expand or change their current operations between the United States and Mexico except under certain limited circumstances; code-sharing arrangements between Mexican and U.S. airlines are also suspended; and operations by Mexican airlines flying to the United States are subject to greater FAA oversight. During July 2021, Mexico signed an agreement with the FAA aimed at helping the country recover its “Category 1” rating. The agreement set out visits beginning in August 2021 by experts from the FAA to provide technical assistance and review Mexico’s efforts to reverse the downgrade. As of the date hereof, however, Mexico has not recovered its “Category 1” rating.
In 2019, 2020 and 2021, 10.7%, 9.6% and 32.4%, respectively, of the passengers who traveled through our Mexican airports traveled on flights to or from the United States operated by Mexican airlines.
We cannot predict what impact the inability to reverse the downgrade by Mexico would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.
We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.
Our aeronautical fees charged to airlines and passengers are regulated, like those of most airports in other countries. In 2019, 2020 and 2021, 65.0%, 60.9% and 63.0%, respectively, of our total revenues were earned from aeronautical services (in 2019, 2020 and 2021, 73.7%,
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74.7% and 76.6%, respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services), which are subject to price regulation under our maximum rates in Mexico and under the maximum regulated charges in Jamaica. These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects, and financial condition. In addition, several of the regulations applicable to our operations that affect our profitability are authorized or established by the Mexican government (as in the case of our Master Development Programs or our maximum rates, respectively) or the Jamaican government (as in the case of maximum regulated charges for MBJ and NMIA) for five-year terms. Except under limited circumstances, we generally do not have the ability to unilaterally change our obligations (such as the investment obligations under our Master Development Programs and Capital Development Programs or the obligation under our Mexican concessions and Jamaican concessions to provide a public service) or increase our maximum rates and regulated charges applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.
We cannot predict how the laws and regulations governing our business will be applied.
Many of the laws, regulations and instruments that regulate our business in Mexico were adopted or became effective in 1999, and there is limited precedent 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 Mexican concessions, the Mexican Airport Law and its regulations or other applicable laws, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot provide any assurance that we will not encounter difficulties in complying with these laws, regulations, and instruments.
Although our maximum rates through 2024 have been set, we cannot predict what our Master Development Programs for the next five-year period from January 2025 to December 2029 will establish. We also cannot provide assurance that other regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the Master Development Programs, the maximum rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Similarly, there is limited precedent that would allow us to predict the impact of the laws, regulations and instruments that regulate our business in Jamaica, and we cannot provide any assurance that our Jamaican airports will not encounter difficulties in complying with these laws, regulations and instruments. In addition, although the concession agreements for our Jamaican airports and Jamaican law establishes ranges of sanctions that might be imposed should our Jamaican airports fail to comply with the terms of the concession, other Jamaican applicable law, and its regulations, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. Although the maximum regulated charges have been set for our Jamaican airports through December 2024, we cannot predict what maximum regulated charges the Jamaican government will establish for the next five-year period from January 2025 to December 2029. We also cannot provide assurance that other regulatory agencies or the Jamaican legislature will not impose regulations adverse to our Jamaican airports’ operations in the future or that the laws and regulations governing our business in Jamaica, including the Jamaican Civil Aviation and Airports Authority acts and the process for setting maximum regulated charges, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Sources of Jamaican Regulation.”
The regulations pursuant to which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.
The regulations applicable to our aeronautical activities establish an annual maximum rate for each Mexican airport, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from services subject to price regulation. Our Mexican concessions provide that an airport’s maximum rates will be adjusted periodically for inflation determined by reference to the Mexican Producer Price Index (Índice Nacional de Precios al Productor), or “Mexican PPI,” excluding petroleum. Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances, including the amendment of certain provisions of the Mexican laws and regulations that structure and influence our business, our Mexican concessions provide that such a request will be approved only if the SCT determines that certain events specified in our Mexican concessions have occurred. The circumstances under which we are entitled to an adjustment are described under “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Special Adjustments to Maximum Rates.” Therefore, there can be no assurance that any such request would be made or granted. For a discussion of the framework for establishing our maximum rates in Mexico and the application of these rates, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”
The Jamaican Airports (Economic Regulation) Act 2002 requires that the Jamaica Civil Aviation Authority, or “JCAA,” adjust the maximum amounts that may be levied by an airport operator at the end of each succeeding period of five years. Specifically, every five years, MBJA and NMIA must submit to the JCAA a proposal for increases to the maximum revenues per passenger (revenue yield cap per passenger) as justified by a schedule of five-year estimates for traffic growth, operating costs and investment commitments, including capital expenditures for capital projects and required improvements at our Jamaican airports under the MBJA and NMIA concession agreements (in the case of
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MBJA, a “Capital Development Program,” in the case of NMIA, the “Capital Works,” and together, the “Capital Development Programs”), as well as the opening Regulated Asset Base (RAB). After the JCAA’s review of the maximum amounts to be levied based on these estimates, the JCAA makes its determination as to the maximum revenues per passenger for each year of the succeeding five-year period. Under the terms of the MBJA and NMIA concession agreements with the Airports Authority of Jamaica, or “AAJ,” if the JCAA approves the new maximum amount to be levied, MBJA and NMIA must fulfill the estimated capital expenditures included in the Capital Development Programs. For a discussion of the framework for establishing MBJA’s and NMIA’s maximum regulated charges in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”
Our Jamaican airports have an obligation under their respective concession agreement to satisfy certain requirements applicable to a Capital Development Program. We cannot provide assurance that AAJ will determine that any such Capital Development Program complies with the applicable requirements under their respective concession agreement, or that AAJ will not request our Jamaican airports to undertake additional capital expenditures.
Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.
Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.
Our maximum rates in Mexico are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For the five-year terms ending 2019 and 2024, an annual efficiency adjustment factor of 0.7% was established by the SCT. Future annual efficiency adjustments will be determined by the SCT in connection with the setting of each Mexican airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Methodology for Determining Future Maximum Rates.” We cannot provide assurance that we will achieve efficiency improvements sufficient to allow us to maintain or increase our income from operations because of the progressive decrease in each Mexican airport’s maximum rate.
If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions.
Historically, we have set the prices we charge for aeronautical services at each Mexican airport to come as close as possible to the authorized maximum rate for that airport in any given year. We expect to continue to pursue this pricing strategy in the future. For example, in 2019, 2020 and 2021, our revenues subject to maximum rate regulation represented 100.0%, 99.1% and 93.8%, respectively, of the amount we were entitled to earn under the maximum rates for all our Mexican airports. However, there can be no assurance that we will be able to establish prices in the future that allow us to collect virtually all the revenues we are entitled to earn from services subject to price regulation.
The specific tariffs we charge for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican PPI, excluding petroleum, and the value of the peso relative to the U.S. dollar. These variables are outside of our control. Our projections could differ from the applicable actual data, and if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of our airports during that year.
In prior years, in order to ensure our compliance with the maximum rate at a particular airport when the possibility of exceeding that maximum rate has arisen, we have taken actions in the latter part of the year, such as reducing our specific tariffs and offering discounts. We can offer no assurance that, should external factors cause us to risk exceeding our maximum rates close to or at the end of any given year, we will have sufficient time to take the actions described above in order to avoid exceeding our maximum rates prior to year-end.
If we exceed the maximum rate at any Mexican airport at the end of any year, the SCT 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 an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. If any one of our Mexican airport concessions is terminated, our other Mexican airport concessions may also be terminated.
If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including a termination of their respective concessions.
Historically, our capital expenditure commitments under our Master Development Programs are determined by reference to the Mexican PPI’s construction price index. Using the index, we aim to be as close as possible to the five-year period capital expenditure commitments at any time. We expect to continue this capital expenditure control strategy in the future. Using this strategy, our capital expenditure during 2019, 2020 and 2021 was 102.0%, 101.5% and 102.2%, respectively, of our capital expenditure commitments under our Master Development Programs. However, there can be no assurance that our capital expenditure control strategy will be sufficiently accurate and that we will not fall below our capital expenditure commitments. If, as a consequence of the annual maximum tariff fulfillment review, the SCT determines that we are not in compliance with the committed investments, the government may assess a fine and may reduce the maximum rate of that airport in
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the subsequent year. Non-compliance with committed investments could also result in the termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. If any one of our Mexican concessions is terminated, our other concessions may also be terminated.
Although in prior years, in order to ensure compliance with our Master Development Programs, we have taken actions in the latter part of the year, such as increasing the amount or pace of certain construction projects, we can give no assurance that, should external factors cause us to risk failing to meet our investment levels, we will have sufficient time to take actions to comply with our Master Development Programs.
Under their concession agreements, our Jamaican airports are required to make capital expenditures to meet Capital Development Program requirements by certain strict deadlines. Additionally, our Jamaican airports are also responsible for maintaining the tangible concession assets under the concession agreements, which involves capital investment projects and improvements to concession assets. If either MBJA or NMIA fails to comply with the terms and conditions of its concession agreement, it could be in default and face liquidated damages, and, if it fails to remedy the breach within the applicable grace period, it could suffer other negative consequences, including the termination of its concession.
Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at the Montego Bay airport.
The Airports (Economic Regulation) Act and related agreements require the airlines operating at our Jamaican airports to charge an Airport Improvement Fee (“AIF”) from embarking international passengers on behalf of our Jamaican airports and to deposit the fees on a monthly basis in a trust account controlled by the Jamaican Ministry of Transport and Mining (“MTM”). Subject to the MTM’s approval, our Jamaican airports may use these funds for additional capital investments not included in their respective Capital Development Programs, as well as for interest expenses relating to the financing thereof. Our Jamaican airports are required to commit to such additional capital investments in exchange for the right to use the AIF funds.
The MTM approval of collection of AIF funds at the Montego Bay airport was renewed on February 25, 2015 for the period ending April 11, 2030, unless otherwise revoked. However, because the MTM’s prior approval of MBJA’s use of AIF funds is for specified capital investments in projects that have already been carried out, MBJA is not currently authorized to use any AIF funds collected after April 11, 2015.
In addition, if MBJA’s passenger traffic projections are above the levels of passenger traffic realized at the Montego Bay airport, the amount of AIF to be collected may not be sufficient to finance all capital projects approved by the MTM and their financial cost. We can provide no assurance that the Montego Bay airport will achieve the passenger traffic required to recover MBJA’s capital investments committed in exchange for the use of the AIF funds.
Currently, there is an Implementation Letter in place between AAJ and MBJA which will indemnify MBJA for any funds advanced towards the approved capital projects to be funded by the AIF which eliminates any exposure to MBJA. MBJA and AAJ are currently finalizing the new Airport Expansion Fund Agreement which will provide MBJA with direct access to the AIF Funds as well as the Third Concession Amendment Agreement to include the Phase 3 Runway Extension Works and installation of Runway End Safety Areas as a Concessionaire Project.
This does not apply to NMIA as the AIF funds will solely be used by the government through the AAJ. NMIA will have no benefit from the collection of these funds.
See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”
The Mexican government may terminate or reacquire our Mexican concessions under various circumstances, some of which are beyond our control.
Our concessions are our principal assets, and we would be unable to continue operations without them. A Mexican concession may be revoked by the Mexican government for certain prescribed reasons, including failure to comply with our Master Development Programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates or failure to comply with any other material term of our Mexican concessions. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our Mexican concessions may also be terminated upon our bankruptcy or insolvency.
We would face similar sanctions for violations of the Mexican Airport Law or the regulations thereunder. Under applicable Mexican law and the terms of our Mexican concessions, our Mexican concessions may also be made subject to additional conditions, including under our renewed Master Development Programs, 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.
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The Mexican government may also revoke one or more of our Mexican 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. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Revocation of Concessions” The Mexican government may also assume the operation of any airport in the event of war, public disturbance, or a threat to national security. In addition, in the case of a force majeure event, the Mexican government may require us to implement certain changes in our operations. In the event of a reversion of the public domain assets that are the subject of our Mexican concessions, the Mexican government under Mexican law is required to compensate us for the value of the concessions or added costs based on the results of an audit performed by appraisers. In the case of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, in the event of an assumption of our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. There can be no assurance that we would receive compensation equivalent to the value of our investment in, or any additional damages related to, our Mexican concessions and related assets in the event of such action.
If any one of our Mexican airports’ 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.
The Jamaican government may terminate or reacquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.
Our Jamaican airport concessions are our principal assets in that country, and we would be unable to continue operations at our Jamaican airports without them. As owner of the concession assets, the AAJ is entitled under certain circumstances, however, to expel us from all or part of our Jamaican airport sites or to take over or carry on the operation and management of the airports or provision of airport services. The AAJ may step into the public domain assets that are the subject of the Jamaican airport concessions for as long as may be required if it determines that we are in breach of the concession agreements, to prevent material disruptions in service at the airports or in cases of national emergencies. Upon such a step-in by the AAJ, the AAJ must account to us for any revenues collected at the airports during the step-in period. Where the AAJ steps into the public domain assets that are the subject of the airport concession pursuant to any uncured event of default or to prevent material disruptions in service, we are required to bear all costs (except consequential losses) and expenses associated with the AAJ exercise of its step-in rights. There can be no assurance that we would receive compensation equivalent to the value of our investment in, or any additional damages related to, our concessions and related assets in the event of such action.
Following notice and good-faith consultations to avoid such a result, the AAJ may terminate the concession agreements upon an event of default on our part. Regardless of cause for termination, a termination fee is due to us upon a termination or revocation of the concession. However, the concession agreements expressly limit the AAJ’s liability to such termination fee. If the AAJ terminates the concession with or without cause, there can be no assurance that the loss of the airport concession would not have a material adverse effect on our business and results of operations.
See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.” See “Item 4, Information on the Company – Regulatory Framework – The Kingston Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”
The Mexican and Jamaican governments could grant new concessions that compete with our airports.
The Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of new airports or allow existing privately held domestic airports to change into international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.
One factor that may significantly increase competition from other airports is the expansion of the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport that has operated with a permit to provide public service for at least five years automatically acquires the right to also operate regularly scheduled commercial flights and to receive a concession to operate as a public service airport. In addition, through an amendment proposed by the SCT and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport.
Any competition from such additional 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 could be made pursuant to a public bidding process. If a competing concession is offered in a public bidding process, we cannot provide assurance that we would participate in such process, or that we would be successful if we were to participate. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Grants of New Mexican Concessions” and “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”
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The SCT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs.
The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) or “SENEAM,” could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs. SENEAM currently requires us to manage and control aircraft movements in and out of our arrival and departure gates and remote boarding locations at our Guadalajara, Tijuana, and Puerto Vallarta airports. At our other Mexican airports, these aircraft movements are monitored by SENEAM. Should SENEAM require us to control, or if we, for efficiency purposes, request to control, these aircraft movements directly at any or all of our other Mexican airports in the future, our results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.
Changes to Mexican laws, regulations, including tax regulations, and decrees applicable to us could have a material adverse impact on our results of operations.
The terms of our Mexican concessions do not exempt us from any changes to Mexican laws, including tax laws and regulations. Changes to the Mexican constitution or to any other Mexican laws or regulations could have a material adverse impact on our results of operations.
The Mexican government has in recent years implemented various changes to the laws applicable to Mexican companies, including us. For example, in March 2021, the Mexican Congress approved a reform to the Mexican Electric Industry Law where the main modification is to the legal structure for the generation and use of electric energy. This reform could have a negative impact on the cost of electricity of our airports.
On April 23, 2021, a labor reform was published that amended the outsourcing provisions of Mexican Labor Law (the “2021 Labor Reform”). The law significantly limits subcontracting and amends the profit-sharing rules. The law provided 90 days for employers to comply with the law but was later delayed until September 1, 2021. As a result of this reform, we were required to restructure the manner in which certain services were provided across our airport operating subsidiaries by our employee service companies. See “Item 4, Information on the Company – History and Development of the Company – Non-Airport Subsidiaries.” Although we believe the steps taken to restructure our operations put us in compliance with the 2021 Labor Reform, we can provide no assurance that a review by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) would not require additional changes to our operations.
For more detailed information on current sources of regulation governing the operation of airports in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Risks Related to Our Strategic Shareholder
AMP, our strategic shareholder, has significant influence over our operations, and AMP’s interests may differ from those of other shareholders.
AMP holds Series BB shares currently representing 15% of our total capital stock. The Series BB shares have certain special rights that allow AMP to exercise significant influence over our operations. Through its right to appoint and remove members of our senior management, AMP participates in the decision-making process of our management in areas such as business strategy, operations, financing, acquisitions and dispositions of assets or business.
Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). Audit Committee members are selected according to Mexican and U.S. independence standards. Certain matters require the favorable vote of the majority of the Series “BB” shares (including the approval of our financial statements, increases or decreases of our capital stock, the payment of dividends, the amendment of our bylaws and any decision that has the objective to modify or annul its right to appoint our top-level executive officers). These rights are not conditioned on whether the technical assistance agreement and the participation agreement remain in force. Pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. Shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at AMP shareholders’ meetings and ultimately at our shareholders’ meetings. Differences in points of view among AMP’s shareholders with respect to our management could affect our results of operations. The interests of AMP may differ from those of our other shareholders.
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Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.
On November 19, 2014, Controladora Mexicana de Aeropuertos, S.A. de C.V. (“CMA”) became 66.66% owner of the capital stock of AMP. As a result of this transaction, CMA agreed that the minority shareholders’ consent is required with respect to certain significant actions or decisions. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”
In the past there have been certain disputes among AMP’s shareholders. If disputes among AMP’s shareholders were to occur in the future, it is not possible to predict if they would result in deadlock at our shareholders’ meetings or distract our management, or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations. In addition, AMP’s veto, appointment, and other rights could adversely impact our operations and constitute an obstacle for us to bring in a new strategic shareholder and/or operator.
If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.
AMP currently exercises significant influence over our management, as described above. AMP can sell nearly all the shares that it owns. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP divest its interest in us or cease to hold Series BB shares, our management could change, and our operations could be adversely and significantly affected as a result.
Our operations could be adversely affected if the technical assistance agreement is not renewed with AMP.
AMP provides services through the technical assistance agreement, through which AMP provides our airports with expertise in operating in the aeronautical sector and strategic planning guidance to increase aeronautical and non - aeronautical revenues, in addition to knowledge of the Mexican government and business sectors and assistance with the negotiation of our Master Development Programs. Therefore, if either we or AMP decides not to renew the technical assistance agreement, it would require time and potentially higher costs for us to replace AMP’s strategic expertise through contracts with new external advisors; apart from the possible higher costs, the need to replace AMP could have an impact on our business strategy and ongoing projects, such as the successful negotiation of tariffs, investments, and other elements of our Master Development Programs. As a result, our results of operations could be negatively affected. For more detailed information on the technical assistance agreement with AMP, see “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”
Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.
Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each of the parties involved in our privatization, AMP assumed certain rights and obligations.
Although we believe AMP satisfies all their requirements under the privatization guidelines and the participation agreement, there can be no assurance that allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation agreement, AMP could be subject to fines and the technical assistance agreement between us and AMP could be terminated, which could have a material effect on our operations. In addition, there can be no assurance that any such developments would not result in a material decrease in the market value of our shares or ADSs or their liquidity.
Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.
In the past, there have been disputes with certain shareholders primarily regarding certain shareholding limitations set forth in our bylaws. See — “The Company's bylaws can discourage acquisitions and depress the market for our shares.” These disputes have led challenging shareholders to commence legal proceedings seeking (i) to modify our bylaws to eliminate the foregoing shareholding limitations and (ii) to terminate AMP’s special rights that stem from AMP’s ownership of our Series BB shares. Although the Mexican Supreme Court has upheld the validity of these provisions of our bylaws, we can provide no assurances that future challenges to our bylaws will not emerge. If disputes with certain of our shareholders were to occur in the future, it is not possible to predict if they would distract our management or result in deadlock at our shareholders’ meetings, or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations.
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Risks Related to Mexico
Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations.
All of our operations conducted in Mexico are dependent upon the performance of the Mexican economy. As a result, our business, financial condition, or results of operations may be affected by the general condition of the Mexican economy, over which we have no control. In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We can provide no assurance that such conditions will not return or that such conditions will not have a material adverse effect on our business, financial condition, or results of operations.
According to the Mexican National Institute for Statistics and Geography (Instituto Nacional de Estadística y Geografía), or “INEGI,” GDP decreased 0.1% and 8.5% in 2019 and 2020 and increased 5.0% in 2021, respectively, in each case compared with the previous year. The annualized interest rates for 28-day Mexican Treasury Bills (CETES) averaged approximately 7.8%, 5.2% and 4.5% in 2019, 2020 and 2021, respectively. As of April 15, 2022, the 28-day Interbank Equilibrium Interest Rate (Tasa de Interés Interbancaria de Equilibrio), or “TIIE-28,” was 6.7300%. To the extent that we incur peso-denominated debt in the future, it could be at high interest rates.
If inflation or interest rates increase significantly or if the Mexican economy is otherwise adversely impacted, our business, financial condition or results of operations could be materially and adversely affected.
Economic conditions in Mexico may also be affected by political developments in the United States, such as the change in administration in January 2021, and economic developments in the United States, such as interest rates, exchange rates and GDP growth, among others.
Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
Any future significant appreciation or depreciation of the peso could impact our aggregate passenger traffic volume, which could have a material adverse effect on our results of operations. Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume that more than offset an increase in international passenger traffic volume. Another substantial decrease in value could occur, and it could (notwithstanding other factors) lead to a decrease in domestic passenger traffic that may not be offset by any increase in international passenger traffic. In 2019, the peso appreciated 4.0% against the U.S. dollar. In 2020, the peso depreciated 5.1% against the U.S. dollar. In 2021, the peso depreciated 3.3% against the U.S. dollar. Rising inflation in the U.S., the extent of which is still uncertain, could have an impact on the value of the peso relative to the U.S. dollar. Any future significant depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for domestic passengers, while any future significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel for international passengers. See “Item 5 – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.”
International passengers and international flights pay tariffs denominated in U.S. dollars. However, in Mexico, these tariffs are generally invoiced and collected in Mexican pesos. Because such tariffs are invoiced taking into account the average of the exchange rate for the 30 days prior to the date of a flight, a significant depreciation of the peso during the final two months of any year could result in our exceeding our maximum rates, which would be a violation of our concession. If a significant depreciation of the peso occurred, we could be required to issue rebates to our customers to avoid exceeding our maximum rates. On the other hand, a significant appreciation of the peso could result in us invoicing substantially less than our maximum rate per workload unit. We do not have any means of recovering lost revenue if we charge less than the maximum rate as a result of a significant appreciation in the peso. We attempt to set our U.S. dollar-denominated tariffs to avoid exceeding our maximum rates while attempting to charge as close to the maximum rate as possible.
Due to the acquisition of 100% of the shares of DCA in 2015, we incurred indebtedness in U.S. dollars. A devaluation of the peso would increase the debt service cost of such U.S. dollar-denominated indebtedness and result in foreign exchange losses. In 2021, approximately 98.0% of MBJA’s and NMIA’s revenues, 60.0% of their operating expenses and 99.0% of their capital expenditures were denominated in U.S. dollars, with the remaining 40.0% of operating expenses and 1.0% of its capital expenditures denominated in Jamaican dollars, which are pegged to the U.S. dollar. All of MBJA’s indebtedness was also denominated in U.S. dollars in 2021. Accordingly, fluctuations in the exchange rate between the Mexican peso and the U.S. dollar may also affect our performance through the consolidation of MBJA and NMIA’s financial and operating results.
In addition, fluctuations in the exchange rate between the peso and the U.S. dollar, particularly depreciations, may adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely affect the market price of the ADSs. Exchange rate fluctuations would also affect the ADS depositary’s ability to convert into U.S. dollars, and make timely payment of, any peso cash dividends and other distributions paid in respect of the Series B shares.
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We can provide no assurance that a depreciation or fluctuation of the peso relative to the U.S. dollar will not require us to issue rebates to avoid exceeding our maximum rates or cause us to invoice substantially less than our maximum rate per workload unit, negatively impact our financial results or our performance through the consolidation of MBJA and NMIA’s financial and operating results, or adversely affect the market price of our ADSs. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a result of the depreciation of the peso or as a result of other factors.
The value and prices of securities issued by Mexican companies may be adversely affected by developments in other countries.
The Mexican economy may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in other countries may differ significantly from economic conditions in Mexico, investors’ reactions to adverse developments in other countries may have an adverse effect on the market value of securities of Mexican issuers. For instance, the credit freeze and global recession that began in 2007 and continued into 2009 had a significant impact in Mexico. Mexico’s stock market fell 48% during that period. Similarly, the European debt crisis that began in Greece and then spread to other countries such as Italy and Spain as well as European financial institutions, affected financial markets around the world and in Mexico.
We cannot assure that any developments in the U.S. or elsewhere, will not materially and adversely affect us in the future.
Political conditions in Mexico could materially and adversely affect Mexican economic policy or business conditions and, in turn, our operations.
The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican governmental actions concerning the economy could have a significant impact on Mexican private sector entities in general, as well as on market conditions and prices and returns on Mexican securities, including our securities.
Elections could lead to political, economic, and social changes beyond our control, which could result in economic or political conditions in Mexico that could materially impact our operations. Any change to the country’s administration may lead to significant changes in laws, public policies, or regulations, may affect the political and economic environment in Mexico, and consequently, may contribute to economic uncertainty and to heightened volatility of the Mexican capital markets and in securities issued by Mexican companies.
We can provide no assurance that changes in the policies of Mexico’s federal government will not have an adverse effect on our business, financial conditions, and results of operations. Consequently, we can provide no assurance that Mexican political or social developments, over which we have no control, will not adversely affect our financial conditions, results of operations, our ability to make dividend payments to our shareholders or the market price of our securities.
Our business could be adversely affected by other claims by certain Mexican municipalities.
Certain of our Mexican airports are subject to claims by the municipalities in which they operate regarding our failure to obtain certain
municipal licenses. Although we do not believe that we are subject to the license requirements at issue, if the municipalities require additional
licenses or make changes to the current laws and we are unable to obtain the necessary licenses or if we do not prevail in proceedings challenging these requirements, our failure to obtain these licenses could have a material adverse effect on the operations of certain of our airports and consequently on our financial condition and results of operations.
High incidences of crime in Mexico and violence related to drug trafficking could adversely affect our business.
Travel alerts issued by the U.S. Bureau of Consular Affairs, the most recent as of March 16, 2022, called for caution in some areas of Mexico due to increased risk of crime and kidnapping. These travel alerts emphasize the extent of criminal activity in different Mexican states and cities, including recommending against travel in states such as Michoacán, Colima, and Sinaloa in which our Morelia, Manzanillo and Los Mochis airports are located.
In addition, perceptions about crime in Mexico and violence related to drug trafficking may also have an adverse effect on our business as they may decrease the international passenger traffic directed to Mexico or the domestic passenger travel using our airports in affected states.
Higher incidences of crime throughout Mexico and drug trafficking-related violence could have an adverse effect on our business as it may decrease the international passenger traffic directed to Mexico or the domestic passenger travel using our airports in affected states.
Increased environmental regulation and enforcement in Mexico may affect us.
The level of environmental regulation in Mexico is increasing and the enforcement of environmental laws has become more common. For instance, a new carbon dioxide (“CO2”) market commenced operating in Mexico during 2018. The market will require that industries that
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generate above a certain amount of CO2 emissions pay for rights to excess emissions. As of 2015, companies subject to the legislation were required to report their global emissions to the Mexican Emissions Registry (Registro Nacional de Emisiones) every three years. We are subject to this legislation and in 2015 and 2019, we submitted our emissions reports for verification by authorized Verification Units, as required by legislation.
In addition, new water quality standards are being discussed, which would require expanding and updating our wastewater treatment plants to achieve these requirements. There can be no assurance that environmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects, or financial condition. For more information on environmental regulation, see “Item 4, Information on the Company – Regulatory Framework – Mexican Environmental Regulation.”
Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic shareholders in Mexico.
Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority shareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. In addition, the procedures for class action lawsuits were incorporated into Mexican law and became effective in March 2012; however, certain rules and procedures could be different than the ones in the United States. Therefore, in some cases it may be more difficult for minority shareholders to enforce their rights against us, our directors, or our strategic shareholders than it would be for minority shareholders of a U.S. company.
We are subject to different corporate disclosure and accounting standards than U.S. companies.
A principal objective of the securities laws of the United States, Mexico and other countries is to promote full and fair disclosure of all material corporate information, including accounting information. However, there may be different or less publicly available information about issuers of securities in Mexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States.
In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. Our financial statements are prepared in accordance with IFRS, which differs from U.S. GAAP in several respects. Items on the financial statements of a company prepared in accordance with IFRS may not reflect its financial position or results of operations in the way they would be reflected if such financial statements had been prepared in accordance with U.S. GAAP.
Risks Related to Jamaica
Adverse economic conditions in Jamaica may adversely affect our financial condition or results of operations.
Despite 99% of the passenger traffic through our Jamaican airports consisting of international passengers, the general condition and performance of the Jamaican economy, over which we have no control, may affect our business, financial condition, or results of operations. Jamaica is a small, emerging market country, which has struggled with low growth and high public debt. Due to its size, indebtedness, reliance on exports to a small number of principal markets, such as the United States and Canada, and the concentration of its economic activity in its two principal industries of bauxite mining and tourism, the Jamaican economy is highly susceptible to external shocks. Jamaica is also affected by social and security problems, including, among others, trafficking in drugs and high rates of violent crime, underemployment, and youth unemployment.
If growth remains lower than what is needed for reducing the poverty, the country could continue to be confronted by social issues that predominantly affect youth, such as a high level of crime and violence and high unemployment. The Statistical Institute of Jamaica estimated the unemployment rate in Jamaica at 8.5% in July 2021 as compared to 12.6% in July 2020 and 7.8% in July 2019.
If Jamaican inflation or interest rates increase significantly or if the Jamaican economy is otherwise adversely impacted, our business, financial condition or results of operations could be adversely affected. See “Item 5, Recent Developments – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations.”
Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.
Any administration change in the Government of Jamaica could give rise to economic or political conditions in Jamaica that could have a material impact on our operations. In addition, any adverse change in legislation in the future could have a negative impact on our business, financial condition, performance of operations and cash flows.
Our business in Jamaica is subject to substantial governmental regulation.
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Our Jamaican airport concessions are regulated principally by the AAJ, an agency of the Jamaican government, under the Airports Authority Act of 1974. In April 2003, the AAJ divested operational responsibility for the Montego Bay airport to MBJA under a concession agreement pursuant to which MBJA is responsible for the management of the day-to-day operations of the Montego Bay airport in keeping with specific performance criteria and prescribed international standards. In addition, on October 10, 2018, the AAJ signed a concession agreement with PACKAL, for the management of the day-to-day operations of the Kingston airport. The AAJ retains ownership of the non-movable assets of these airports. Our Jamaican airports pay a concession fee to the Jamaican government and at the end of the concession agreements will transfer the infrastructure of our Jamaican airports, and any moveable assets acquired during the period of the concessions, to the AAJ. Regular performance reviews and other contract administration oversight functions are conducted by the AAJ, as specified under the concession agreements. There can be no assurance that governmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects, or financial condition. However, there are certain provisions within the concession agreements that offer some protection to MBJA and PACKAL in the event of adverse changes in Jamaican law. In certain instances, if there is an adverse change in Jamaican law resulting in an unavoidable net increase in costs or net reduction in revenues to MBJA and PACKAL, both will be entitled (subject to remaining provisions of the MBJA and PACKAL Concession Agreements) to monetary compensation from AAJ. See “Item 4, Information on the Company – Regulatory Framework.”
High incidences of crime in Jamaica and violence related to drug trafficking could adversely affect our business.
Travel alerts issued by the U.S. Bureau of Consular Affairs, the most recent as of April 4, 2022, informed of the risks of traveling in Jamaica due to threats to safety and security posed by increased crime, including violent crime, in many areas across Jamaica. The travel alerts emphasize the increase of criminal activity in different areas across Jamaica, including in certain areas in Montego Bay and Kingston, near where our Jamaican airports are located.
In addition, perceptions about crime in Jamaica and violence related to drug trafficking may also have an adverse effect on our business as they may decrease the international passenger traffic directed to Jamaica.
Higher incidences of crime throughout Jamaica could have an adverse effect on our business as it may decrease the international passenger traffic directed to Jamaica.
Government tax legislation in Jamaica may have an adverse effect on our financial condition and results of operations.
The Jamaican government has in recent years implemented various changes to the tax laws applicable to Jamaican companies. Except certain relief from withholding tax in relation to interest on commercial and shareholder’s loans to non-resident lenders and to dividends to non-resident shareholders, and in the case of our Jamaican airports certain relief from customs duty and general consumption tax on major capital investment, the terms of our concession agreements do not exempt us from generally applicable Jamaican tax laws. Changes to tax laws and regulations in Jamaica could significantly increase our tax expense, which could have a material adverse impact on our results of operations.
We cannot predict the impact that changes in law, if fully implemented and applied to us, will have on our business, financial condition, and results of operations. In addition, we cannot predict the indirect impact that such legislation could have on our customers and shareholders.
Certain Risk Factors Related Our Structure, Shares, and the Securities Markets
Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us.
We are a holding company whose only significant assets are the shares of our subsidiaries and our cash and cash equivalents positions. Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us. The ability of our subsidiaries to pay dividends and transfer other resources to us may be subject to legal, regulatory, or contractual restrictions.
Priority in Case of Bankruptcy.
In the case of bankruptcy and our subsequent liquidation, our shareholders will be considered, in terms of priority, as our last creditors. In accordance with the Mexican Commercial Bankruptcy Law, in the event of a declaration of bankruptcy, all claims against us, including claims in favor of employees, tax claims and claims by our creditors will have preference over our shareholders' right to receive payment. In the event of our total liquidation, it is highly probable that our current shareholders, including current owners of our Series “B” shares, will recover an amount significantly lower than that originally paid for their shares.
The Company's bylaws can discourage acquisitions and depress the market for our shares.
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Certain provisions in our bylaws could have the effect of delaying, deterring, or preventing a hostile takeover, which could be supported by certain shareholders. For example, individual shareholders (or groups of related parties) cannot own more than 10% of our Series “B” shares, except if our shareholding limits were to be amended. In addition, in the event that a person or group of related persons intended to acquire ownership of 30% or more of our shares, in accordance with Mexican legislation, said persons would be required to carry out the acquisition through a public offering, under the terms and conditions outlined in the Mexican Securities Market Law and subject only to the exceptions provided therein. These provisions may reduce the interest of certain investors in our Shares.
As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume.
Lack of liquidity or market volatility may limit the ability of a holder of Series “B” shares to sell their interest and may also adversely affect the market price of our Series “B” shares. The trading volume of instruments issued by emerging market companies tends to be lower than the trading volume of instruments issued by companies in more developed countries.
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Item 4. |
Information on the Company |
HISTORY AND DEVELOPMENT OF THE COMPANY
We hold concessions to operate, maintain and develop twelve international airports in the Pacific and Central regions of Mexico and two international airports in Jamaica. As operator of the airports under our concessions, 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.
Grupo Aeroportuario del Pacífico, S.A.B. de C.V., a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, was incorporated in 1998 as part of the Mexican government’s initiative to open Mexico’s airports to private investment. The corporation’s period of duration is set at 100 years.
Each of our Mexican concessions has a term of 50 years beginning on November 1, 1998. The term of each of our Mexican concessions may be extended by the SCT under certain circumstances for up to 50 additional years.
Our wholly owned Spanish subsidiary, DCA, holds a 74.5% stake in MBJA, the entity that holds the concession to operate, maintain and utilize the Montego Bay International Airport in Jamaica for a period of 30 years beginning on April 12, 2003, but includes no extension provision.
On October 10, 2018, we signed a concession agreement with the Government of Jamaica to operate, modernize and expand the NMIA in Kingston, Jamaica for a period of 25 years with a possible five-year extension. We took control of the operation and management of NMIA on October 10, 2019.
The address of our registered office is as set forth on the cover of this annual report on Form 20-F. Our telephone number is +52 (33) 3880-1100. Our U.S. agent is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Opening of Mexican Airports to Private Investment
In February 1998, the Mexican government issued the Investment Guidelines for the Opening of Investment in the Mexican Airport System. Under these guidelines, the SCT identified 35 of Mexico’s 58 principal airports as being suitable for investment. These 35 airports were divided into four airport groups: Grupo Aeroportuario del Pacífico, or the Pacific Airport Group (twelve Mexican airports); Grupo Aeroportuario del Sureste, or the Southeast Airport Group (nine airports), Grupo Aeroportuario de la Ciudad de México, or the Mexico City Airport Group (one airport) and Grupo Aeroportuario del Centro-Norte, or the Central-North Airport Group (thirteen airports).
The guidelines generally provided for the airport groups to become open to private investment through a two-stage program. In the first stage, a series of public auctions were conducted to award a minority interest in each airport group to a strategic shareholder. In the second stage, all, or a portion of the remaining interest in each airport group was sold through public offerings in the Mexican and international capital markets. Except for the Mexico City Airport Group, all of the other airport groups have completed both stages of the program.
As a result of the opening of Mexico’s airports to private investment, we and our subsidiaries are no longer subject to the Mexican regulations applicable to government wholly owned companies. We believe that this provides us greater flexibility to develop and implement our business strategy and to respond to potential business opportunities.
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Investment by AMP
In 1999, through a public auction held as part of the first stage of the private investment program, the Mexican government sold a 15% equity interest in us to AMP.
The following are AMP’s current shareholders:
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Controladora Mexicana (“CMA”) owns 66.66% of AMP. Controladora Mexicana is a private company 50%-owned by Pal Aeropuertos, S.A. de C.V. (“PAL”) and 50%-owned by Promotora Aeronáutica del Pacífico, S.A. de C.V. (“PAP”), PAL is a Mexican special purpose vehicle owned by Eduardo Sánchez Navarro Redo and Juan Gallardo Thurlow, and PAP is a Mexican special purpose vehicle owned by Laura Diez-Barroso Azcárraga and her spouse, Carlos Laviada Ocejo. On May 5, 2020, Mrs. Diez-Barroso and Mr. Laviada Ocejo transferred to direct family members all of their interest in PAP. On August 18, 2021, Mrs. Laura Diez-Barroso and Mr. Laviada Ocejo reacquired their interest in PAP. See “Item 7. Major Shareholders and Related Party Transactions —Major Shareholders.” Pursuant to the privatization guidelines published by the Mexican government during the first phase of our privatization, which require our strategic shareholder to have, among other characteristics, an “operating” partner and a “Mexican” partner (each a “key partner”), CMA is one of AMP’s two key partners, acting as its designated “Mexican” partner. |
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Aena Desarrollo Internacional, S.A. (“Aena Internacional”) owns 33.33% of AMP. Aena Internacional is a wholly owned subsidiary of Aena, S.A. (“Aena”), parent company of the Spanish economic group Grupo AENA. Aena is a listed company with 51% of its shares currently held by E.P.E. Enaire, a Spanish government corporation, and the remaining 49% currently traded on the Spanish stock exchange. Aena operates 46 airports and two heliports in Spain and through its subsidiary Aena Internacional, in addition to its stake in AMP, it owns 100% of the share capital of the concessionaire of 6 airports in the Northeast region of Brazil, 51.0% of London Luton Airport Holding III Limited, a British airport company that owns the airport company concessionaire of the London Luton Airport in the United Kingdom, as well as relevant stakes in two other airports located in Colombia. |
AMP paid the Mexican government a total of Ps.2.45 billion (nominal pesos, excluding interest) (U.S.$261 million based on the exchange rates in effect on the date of AMP’s bid) in exchange for:
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all of our Series BB shares, representing 15% of our capital stock; and |
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the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including AMP), a fifteen-year technical assistance agreement setting forth AMP’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the bidding process. These agreements are described in greater detail in Item 7. |
The Technical Assistance Agreement with AMP
Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by AMP or its shareholders during the term of the agreement. AMP provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the Master Development Programs that we are required to submit to the SCT and the improvement of our airport operations. Our management believes that if we were not to receive the technical assistance provided via our agreement with AMP, this could adversely and significantly affect our results of operations.
Upon expiration, the agreement automatically renews for successive five-year terms unless one party provides notice of termination at least 60 days prior to a scheduled expiration date. Under our bylaws, a decision by us to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B shareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). A party may also terminate the technical assistance agreement prior to its expiration date upon non-compliance with its terms by the other party. The technical assistance agreement with AMP was automatically renewed on August 25, 2019, for five additional years.
The technical assistance fee is equal to the greater of U.S.$4.0 million, adjusted annually for U.S. inflation since August 25, 2000 (measured by the U.S. CPI), or 5% of our annual consolidated income from operations from our Mexican airports (calculated prior to deducting the technical assistance fee, income taxes and depreciation and amortization, in each case determined in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings. AMP is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement. In 2019, 2020 and 2021, the technical assistance fee, based on our Mexican airports’ income from operations, amounted to Ps.461.6 million, Ps.289.1 million and Ps.526.2 million, respectively. These amounts represented 4.5%, 4.7% and 4.6% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee, income taxes and depreciation and amortization), respectively.
28
The technical assistance agreement allows AMP, its shareholders, and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related parties 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 herein. Our bylaws, the participation agreement and the technical assistance agreement also contain certain other provisions designed to avoid conflicts of interest between AMP and us.
AMP’s Rights and Obligations under Our Bylaws
Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three of the members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). According to Mexican and U.S. independence standards, the members of our Audit Committee must be independent. Pursuant to our bylaws, AMP (as holder of our Series BB shares) also has the right to veto certain actions requiring approval by our shareholders (including the payment of dividends, the amendment of our bylaws and any decision that has the objective of modifying or annulling its right to appoint our top-level executive officers). In addition, shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the AMP shareholders’ meetings and ultimately at our shareholders’ meetings. See “Item 3, Key Information – Risk Factors – Risks Related to Our Strategic Shareholder.”
Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since August 25, 2014, AMP has been permitted to sell its interest in our Series BB shares. However, pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, its Series BB shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights.
AMP Shares in Bancomext Trust
As required under the participation agreement entered into in connection with the Mexican government’s sale of our Series BB shares to AMP, AMP has transferred its Series BB shares to a trust, the trustee of which is Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”). For a description of this trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”
Pursuant to the terms of the trust, AMP may direct the trustee to vote only shares representing up to 10% of our 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 above.
Global Offering and Establishment of ADR Facility with NYSE Listing
In 1999, 85% of our capital stock was transferred from the Mexican government to a trust established in Nacional Financiera, S.N.C., Institución de Banca de Desarrollo (“NAFIN”), a Mexican government-owned development banking institution. In February 2006, we conducted an initial public offering to allow NAFIN to dispose of its 85% interest in us. Through this offering, all of our outstanding Series B shares were sold to the public in Mexico, the U.S. and elsewhere, and NAFIN ceased to be a shareholder. The net proceeds from the sale of shares were remitted entirely to the Mexican government. We received no proceeds from this offering. At the same time, we established an American Depositary Receipt facility with The Bank of New York Mellon (formerly The Bank of New York) and obtained approval to list our ADSs on the NYSE. In addition, we registered our Series B shares with the National Securities Registry (Registro Nacional de Valores) and listed our Series B shares on the Mexican Stock Exchange.
Master Development Programs
Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to present a Master Development Program for approval by the SCT every five years. Each Master Development Program includes investment commitments for the regulated part of our Mexican airports business (including capital expenditures and improvements) for the succeeding five-year period. Once approved by the SCT, these commitments become binding obligations under the terms of our Mexican concessions.
On December 12, 2019, the SCT approved our Master Development Programs for each of our Mexican airports for the five-year period from January 1, 2020, through December 31, 2024. Due to the COVID-19 pandemic, we delayed certain non-obligatory capital investments and during the month of August 2020, we filed a petition for an Extraordinary Review Process of our Master Development Program with the SCT in response to the impact of the COVID-19 pandemic on our operations. See “Item 3, Risk Factors – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations control,” and “Item 5 – Developments related to the outbreak of COVID-19.” The adjustments to our Master Development Program approved as a result of this Extraordinary Review Process and announced on November 30, 2020, postponed investments by approximately 20 months. As such, certain investments that were scheduled to conclude in 2024 will now conclude in 2026. Our committed investments decreased by
29
27% for the 2020-2024 period, after the Extraordinary Review Process.
The table below sets forth our historical capital expenditures for our Mexican airports. Capital expenditures are calculated on a cash flow basis, meaning that capital expenditures are equal to those investments actually paid for by each airport during a given year and not including investments allocated for by the airport during that year but not paid for during the given year. The investments shown in the table below therefore reflect our expenditures actually paid for by our Mexican airports for the years indicated. In order to be compared with our committed investments for a given year, the investments made in the previous year but paid for in the given year need to be subtracted while the investments allocated but not paid for in the given year need to be added. For 2019, 2020 and 2021, our investments allocated but unpaid totaled Ps.286.4 million, Ps.540.9 million and Ps.1,428.0 million, respectively. The substantial majority of these investments were made under the terms of our Master Development Programs.
Historical Capital Expenditures by Mexican Airport
|
|
|
Year ended December 31, |
|
||||||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
||||||
|
|
|
|
(thousands of pesos) |
|
|||||||||||
|
Guadalajara |
|
Ps. |
|
990,610 |
|
|
Ps. |
|
882,798 |
|
|
Ps. |
|
1,953,492 |
|
|
Tijuana |
|
|
|
356,236 |
|
|
|
|
744,672 |
|
|
|
|
1,029,706 |
|
|
Los Cabos |
|
|
|
343,284 |
|
|
|
|
421,328 |
|
|
|
|
767,291 |
|
|
Puerto Vallarta |
|
|
|
70,480 |
|
|
|
|
212,032 |
|
|
|
|
393,132 |
|
|
Guanajuato |
|
|
|
69,496 |
|
|
|
|
33,177 |
|
|
|
|
87,821 |
|
|
Hermosillo |
|
|
|
43,671 |
|
|
|
|
84,613 |
|
|
|
|
62,489 |
|
|
Mexicali |
|
|
|
40,465 |
|
|
|
|
139,475 |
|
|
|
|
42,672 |
|
|
La Paz |
|
|
|
76,181 |
|
|
|
|
67,979 |
|
|
|
|
48,718 |
|
|
Aguascalientes |
|
|
|
70,536 |
|
|
|
|
49,375 |
|
|
|
|
86,220 |
|
|
Morelia |
|
|
|
48,261 |
|
|
|
|
82,389 |
|
|
|
|
35,164 |
|
|
Los Mochis |
|
|
|
32,918 |
|
|
|
|
38,422 |
|
|
|
|
43,263 |
|
|
Manzanillo |
|
|
|
31,339 |
|
|
|
|
29,908 |
|
|
|
|
32,332 |
|
|
Other (1) |
|
|
|
53,505 |
|
|
|
|
118,481 |
|
|
|
|
105,055 |
|
|
Total |
|
Ps. |
|
2,226,982 |
|
|
Ps. |
|
2,904,649 |
|
|
Ps. |
|
4,687,355 |
|
|
(1) |
Includes SIAP, CORSA, PCP, ADP and Fundación GAP. |
The following table sets forth our historical capital expenditures by type of investment across all of our Mexican airports for the years indicated:
Historical Capital Expenditures by Type for our Mexican Airports
|
|
|
Year ended December 31, |
|
||||||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
||||||
|
|
|
(thousands of pesos) |
|
||||||||||||
|
Terminals |
|
Ps. |
|
1,271,197 |
|
|
Ps. |
|
1,758,019 |
|
|
Ps. |
|
3,046,781 |
|
|
Runways and aprons |
|
|
|
543,597 |
|
|
|
|
609,013 |
|
|
|
|
738,628 |
|
|
Machinery and equipment |
|
|
|
389,379 |
|
|
|
|
507,866 |
|
|
|
|
843,724 |
|
|
Other |
|
|
|
22,809 |
|
|
|
|
29,751 |
|
|
|
|
58,222 |
|
|
Total |
|
Ps. |
|
2,226,982 |
|
|
Ps. |
|
2,904,649 |
|
|
Ps. |
|
4,687,355 |
|
During 2019, 2020 and 2021, 2.4%, 3.1% and 1.3%, respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded by long-term debt securities issued on the Mexican capital markets (Certificados Bursátiles de Largo Plazo). We expect to continue funding the most significant portion of our capital expenditures for our Mexican airports in the future with new debt issuances on the Mexican capital markets; however, our ability to incur debt may be restricted by our leverage levels or market conditions. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”
Our capital expenditures in 2021 were allocated to the following types of investments at the majority of our Mexican airports:
|
|
• |
Terminals. During 2021, we continued the expansion of several of our airports either by expanding and renovating existing airport facilities or by continuing the construction of new terminal buildings, primarily at our Tijuana, Los Cabos, Puerto Vallarta and Guadalajara airports. |
30
|
|
• |
Runways and aprons. During 2021, we continued renovating and expanding aprons and runways at all of our airports. |
|
|
• |
Machinery and equipment. We invested in machinery and equipment including the latest technology in baggage handlings systems, baggage carousels, anti-return gates, metal detectors, other security-related equipment, passenger walkways, air conditioning equipment, and public information systems. In our Los Cabos airport we completed the installation of a solar panel system within the Fixed Base Operator parking lot. |
|
|
• |
Other. During 2021, we continued with the architectural designs for the construction of the second terminals of our Guadalajara and Puerto Vallarta airports and the refurbishment of the current terminal at the Guadalajara airport, as well as the new hangar area where the existing hangars will be relocated to provide space for the new terminal. In our Guadalajara airport we built a new, 2,500 square meters, aircraft rescue and firefighting facilities. |
The following table sets forth our estimated committed investments for each airport for the five-year period from 2020 through 2024 under the new Master Development Programs expressed in thousands of constant pesos as of December 31, 2017, that were initially approved by the SCT on December 12, 2019, and revised on November 30, 2020. We are required to comply with the investment obligations under these programs on a year-to-year basis.
Estimated Committed Investments by Mexican Airport (2020-2024)(1)
|
|
|
Year ended December 31, |
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
|
Total |
|
|||||||||||
|
|
|
(thousands of constant pesos as of December 31, 2017) (2) |
|
|
|
|
|
|
||||||||||||||||||||||
|
Guadalajara |
|
Ps. |
|
1,095,712 |
|
|
Ps. |
|
1,148,523 |
|
|
Ps. |
|
1,843,155 |
|
|
Ps. |
|
1,063,267 |
|
|
Ps. |
|
1,180,132 |
|
|
Ps. |
|
6,330,789 |
|
|
Puerto Vallarta |
|
|
|
205,956 |
|
|
|
|
450,956 |
|
|
|
|
660,397 |
|
|
|
|
901,625 |
|
|
|
|
807,678 |
|
|
|
|
3,026,612 |
|
|
Tijuana |
|
|
|
796,943 |
|
|
|
|
1,465,857 |
|
|
|
|
438,001 |
|
|
|
|
161,784 |
|
|
|
|
118,382 |
|
|
|
|
2,980,967 |
|
|
Los Cabos |
|
|
|
395,869 |
|
|
|
|
496,216 |
|
|
|
|
272,952 |
|
|
|
|
236,278 |
|
|
|
|
177,928 |
|
|
|
|
1,579,243 |
|
|
Guanajuato |
|
|
|
57,390 |
|
|
|
|
88,614 |
|
|
|
|
33,273 |
|
|
|
|
69,521 |
|
|
|
|
53,081 |
|
|
|
|
301,879 |
|
|
La Paz |
|
|
|
115,819 |
|
|
|
|
92,343 |
|
|
|
|
40,968 |
|
|
|
|
24,129 |
|
|
|
|
20,773 |
|
|
|
|
294,032 |
|
|
Hermosillo |
|
|
|
57,959 |
|
|
|
|
93,970 |
|
|
|
|
53,066 |
|
|
|
|
29,849 |
|
|
|
|
56,805 |
|
|
|
|
291,649 |
|
|
Aguascalientes |
|
|
|
78,883 |
|
|
|
|
98,106 |
|
|
|
|
53,676 |
|
|
|
|
26,339 |
|
|
|
|
23,040 |
|
|
|
|
280,044 |
|
|
Mexicali |
|
|
|
32,385 |
|
|
|
|
47,818 |
|
|
|
|
46,077 |
|
|
|
|
57,672 |
|
|
|
|
23,755 |
|
|
|
|
207,707 |
|
|
Morelia |
|
|
|
32,716 |
|
|
|
|
51,576 |
|
|
|
|
35,098 |
|
|
|
|
50,682 |
|
|
|
|
19,510 |
|
|
|
|
189,582 |
|
|
Los Mochis |
|
|
|
40,426 |
|
|
|
|
40,980 |
|
|
|
|
11,069 |
|
|
|
|
53,338 |
|
|
|
|
31,097 |
|
|
|
|
176,910 |
|
|
Manzanillo |
|
|
|
26,442 |
|
|
|
|
48,629 |
|
|
|
|
30,177 |
|
|
|
|
21,757 |
|
|
|
|
15,670 |
|
|
|
|
142,674 |
|
|
Total |
|
Ps. |
|
2,936,500 |
|
|
Ps. |
|
4,123,588 |
|
|
Ps. |
|
3,517,909 |
|
|
Ps. |
|
2,696,241 |
|
|
Ps. |
|
2,527,851 |
|
|
Ps. |
|
15,802,088 |
|
|
(1) |
Figures as adjusted as a result of the Extraordinary Review Process and announced on November 30, 2020. |
|
(2) |
Figures expressed in thousands of constant pesos as of December 31, 2017. These amounts are based on investment commitments approved by the SCT. Because the amounts are expressed in constant pesos as of December 31, 2017, the figures for investment periods not yet elapsed are adjusted to take into consideration increases in the Mexican PPI’s construction price index since the date of the Ministry’s approval of the Master Development Programs then in effect. |
The following table sets forth our estimated committed investments for 2020 through 2024 by type of investment:
Estimated Committed Investments by Type for our Mexican Airports (2020-2024)(1)
|
|
|
Year ended December 31, |
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
|
Total |
|
|||||||||||
|
|
|
|
(thousands of constant pesos as of December 31, 2017) (2) |
|
|
|
|
|
|
|||||||||||||||||||||
|
Terminals |
|
Ps. |
|
615,871 |
|
|
Ps. |
|
1,596,652 |
|
|
Ps. |
|
1,108,056 |
|
|
Ps. |
|
908,152 |
|
|
Ps. |
|
1,030,532 |
|
|
Ps. |
|
5,259,263 |
|
|
Runways and aprons |
|
|
|
581,160 |
|
|
|
|
872,257 |
|
|
|
|
1,312,920 |
|
|
|
|
901,954 |
|
|
|
|
687,209 |
|
|
|
|
4,355,499 |
|
|
Machinery and equipment |
|
|
|
1,049,789 |
|
|
|
|
1,141,268 |
|
|
|
|
196,985 |
|
|
|
|
368,029 |
|
|
|
|
392,687 |
|
|
|
|
3,148,759 |
|
|
Other |
|
|
|
689,680 |
|
|
|
|
513,411 |
|
|
|
|
899,948 |
|
|
|
|
518,105 |
|
|
|
|
417,423 |
|
|
|
|
3,038,566 |
|
|
Total |
|
Ps. |
|
2,936,500 |
|
|
Ps. |
|
4,123,588 |
|
|
Ps. |
|
3,517,909 |
|
|
Ps. |
|
2,696,240 |
|
|
Ps. |
|
2,527,851 |
|
|
Ps. |
|
15,802,088 |
|
|
(1) |
Figures as adjusted as a result of the Extraordinary Review Process and announced on November 30, 2020. |
|
(2) |
These amounts are based on investment commitments approved by the SCT. Because the amounts are expressed in constant pesos as of December 31, 2017, the figures for investment periods not yet elapsed are adjusted to take into consideration increases in the Mexican PPI’s construction price index since the date of the Ministry’s approval of the Master Development Programs then in effect. |
31
Differences between estimated committed investments and historical capital expenditures sometimes exist due primarily to: (i) the difference between capital expenditures made but unpaid during the prior year and investments made but unpaid during the current year; (ii) adjustments for inflation; and (iii) investments deferred into the first two months following the corresponding fiscal year, among other factors.
We allocated 88.1% of the total amounts committed under our Master Development Program for the 2020–2024 period to four of our airports: Guadalajara, Puerto Vallarta, Tijuana and Los Cabos.
We expect that the remaining portion of our Master Development Program for the 2020-2024 period will be financed primarily through the debt market in Mexico, subject to our leverage levels and market conditions. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”
Acquisition of DCA
On April 20, 2015, we acquired 100% of the shares of DCA for a total of U.S.$192.0 million. We financed 100% of the acquisition of DCA via bridge loans with external sources provided by Scotiabank Inverlat, S.A. (“Scotiabank”) and BBVA Bancomer, S.A. (“BBVA”). The loans were refinanced in March 2022, with maturities in 2026, respectively.
DCA Assets
DCA has a 74.5% stake in MBJA, the entity that holds the concession to operate, maintain and utilize the Montego Bay International Airport in Jamaica. Vantage Airport Group Limited (“Vantage”), a Canadian joint venture that operates Vancouver International Airport, owns the remaining 25.5% stake in MBJA. The Montego Bay airport is Jamaica’s main airport, located in the city of Montego Bay, in the center of the tourist corridor between Negril and Ocho Rios, where 88% of the island’s hotel capacity is located. See “Item 3, Key Information – Risk Factors – Risks Related to Jamaica.” Based on our and Vantage’s experience in the airport sector, we believe that this cooperation will strengthen MBJA, benefitting it in terms of both operations and profitability.
DCA also held a 14.77% stake in SCL, the operator of the international terminal in Santiago de Chile until September 30, 2015. Upon expiration of the concession to operate the Santiago de Chile airport, those assets were immediately returned to the Chilean government and the new operator. SCL will remain in existence until its dissolution in accordance with tax regulations in Chile. Due to some legal proceedings still pending, we expect SCL to be liquidated in December 2023.
MBJA
On April 3, 2003, MBJA entered into a concession agreement with the AAJ pursuant to which the AAJ granted MBJA the right and obligation to refurbish, develop, operate and maintain the Montego Bay International Airport for 30 years from April 12, 2003 (the “MBJA Concession Agreement”). MBJA, as the approved airport operator, is thereby permitted to undertake the functions of the AAJ with respect to the Montego Bay airport and required to provide the airport services set out therein at the Montego Bay airport. The MBJA Concession Agreement is governed by Jamaican law and MBJA cannot assign its rights or obligations under the agreement except with the prior written consent of the AAJ. Under the terms of the MBJA Concession Agreement, MBJA also has certain other obligations to make capital investments. See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession.”
MBJA made capital investmenCts of U.S.$11.7 million, U.S.$9.9 million and U.S.$10.7 million, in 2019, 2020 and 2021, respectively. In 2021, the capital expenditures were allocated to the expansion of the terminal building and the parking lot, modernization of equipment, such as passenger walkways, fire trucks, among others, as well as the installation of a solar photovoltaic power plant. Estimated committed investments in the Capital Development Program from April 2015 through December 2019 were U.S.$37.9 million. In December 2019, the AAJ approved committed investments of U.S.$111.7 million for MBJA’s Capital Development Program for the 2020-2024 period. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted MBJA a deferral on its committed investments for 2020 so that these investments could begin in January 2022. In 2021, MBJA requested a further deferral to execute the Capital Development Program beginning the earlier of January 2023 or the conclusion of discussions with the AAJ. In the past, MBJA’s investment commitments were funded primarily by bank loans and by cash flows from operations, therefore, MBJA also arranged a U.S.$60.0 million credit facility in 2020 with the Bank of Nova Scotia and Bank of Nova Scotia Jamaica Limited, to partly finance these projects. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Capital Expenditures – Capital Expenditures in Jamaica.”
The following table sets forth our estimated committed investments for 2020 through 2024 under the new Capital Development Program:
|
|
|
Year ended December 31, |
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
|
Total |
|
|||||||||||
|
|
|
(million) |
|
|
|
|
|
|
||||||||||||||||||||||
|
Montego Bay |
|
U.S. |
|
41.9 |
|
|
U.S. |
|
34.0 |
|
|
U.S. |
|
21.9 |
|
|
U.S. |
|
13.0 |
|
|
U.S. |
|
0.9 |
|
|
U.S. |
|
111.7 |
|
32
According to the rebalancing petition filed in December 2020, these committed investments could change once the AAJ issues a final decision.
At their annual general meeting on December 4, 2019, MBJA’s shareholders approved a dividend payment of U.S. $30.0 million. Accordingly on December 16, 2019, MBJA paid a dividend of approximately U.S.$22.4 million to DCA. No dividends were declared by MBJA’s shareholders in 2020 or in 2021.
PACKAL
On October 10, 2018, PACKAL entered into a concession agreement with AAJ, with which the authority guaranteed to PACKAL the right to refurbish, develop, operate, and maintain NMIA for a period of 25 years, with a possible extension of 5 years, as of October 10, 2019. In accordance with the terms of the concession agreement, we paid U.S.$7.1 million (U.S.$2.1 million to the International Finance Corporation (“IFC”) and U.S.$5.0 million to the AAJ). PACKAL is obliged to pay the AAJ a concession fee of 62.01% of the total aeronautical and commercial revenues. All long-lived assets located in the NMIA are owned by AAJ. Upon the expiration of the term of the concession agreement granted to us, the assets, including all the improvements made to the airport facilities during the term of the concession, will automatically revert in favor of the AAJ. In December 2019, the AAJ approved committed investments of U.S.$101.4 million for PACKAL’s Capital Development Program for the 2020-2024 period. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted PACKAL a deferral on its committed investments for 2020 so that these investments could begin in June 2021. In 2021, the deferral by the AAJ was extended, but some projects, such as the car park upgrade, solar project and incinerator upgrade were commenced. These investments will be funded primarily through subordinated debt.
The following table sets forth our estimated committed investments for 2020 through 2024 under the new Capital Development Program:
|
|
|
Year ended December 31, |
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
|
Total |
|
|||||||||||
|
|
|
(million) |
|
|
|
|
|
|
||||||||||||||||||||||
|
Kingston |
|
U.S. |
|
16.2 |
|
|
U.S. |
|
28.9 |
|
|
U.S. |
|
34.9 |
|
|
U.S. |
|
8.9 |
|
|
U.S. |
|
12.5 |
|
|
U.S. |
|
101.4 |
|
According to the rebalancing petition filed in December 2020, these committed investments could change once the AAJ issues a final decision.
33
BUSINESS OVERVIEW
Our Operations
We hold concessions to operate 12 international airports in Mexico and two international airports in Jamaica.
Mexican Operations
Our twelve Mexican airports serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations (Puerto Vallarta, Los Cabos, La Paz, and Manzanillo), and a number of mid-sized cities (Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis). Our Mexican airports are located in nine of the 32 Mexican states, covering a territory of approximately 566,000 square kilometers, with a population of approximately 32.0 million according to the 2020 national census data from INEGI. All our Mexican airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and maintain customs, refueling and immigration services managed by the Mexican government.
Our Mexican airports handled 43.6 million, 25.1 million and 39.5 million terminal passengers in 2019, 2020 and 2021 respectively, which we believe places us among the largest private airport operators in the Americas. As of December 31, 2021, five of our airports ranked among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the SCT. According to the SCT’s figures, our commercial aviation passenger traffic accounted for approximately 27.2%, 31.9% and 30.8% of all arriving and departing commercial aviation passengers in Mexico in 2019, 2020 and 2021, respectively. In 2021, our Mexican airports recorded total revenues of Ps.16.6 billion, of which Ps.13.3 billion corresponds to the sum of aeronautical and non-aeronautical revenues and Ps.3.3 billion corresponds to the improvements to concession assets.
Our Mexican airports serve several major international routes, including Guadalajara-Los Angeles, which, in 2021, ranked as the fifth busiest international route in Mexico by total number of passengers according to the Federal Civil Aviation Agency. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from the United States. Our airports also serve major domestic routes, including Guadalajara-Mexico City, which was the country’s third busiest route in 2021, according to the Federal Civil Aviation Agency. Other top domestic routes in terms of total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana, which ranked fourth and fifth, respectively, among the busiest domestic routes in Mexico in 2021, according to the Federal Civil Aviation Agency.
Principal Mexican Airports by Passenger Traffic (2021)
|
|
|
Total Aviation Passengers |
|
|
|
|
|
(thousands) |
|
|
|
Mexico City (1) |
|
|
36,056.6 |
|
|
Cancun |
|
|
22,318.5 |
|
|
Guadalajara* |
|
|
12,243.0 |
|
|
Tijuana* |
|
|
9,677.9 |
|
|
Monterrey |
|
|
8,269.8 |
|
|
Los Cabos* |
|
|
5,549.6 |
|
|
Puerto Vallarta* |
|
|
4,120.0 |
|
|
Guanajuato* |
|
|
2,119.0 |
|
|
Merida |
|
|
2,079.5 |
|
|
Culiacan |
|
|
1,970.2 |
|
Source: SCT and Company data.
|
* |
Indicates airports operated by us. |
|
(1) |
Commercial aviation passengers. |
Guadalajara and Tijuana are among Mexico’s most important manufacturing, industrial and commercial centers. Both cities have significant maquiladora industries. A maquiladora plant is a manufacturing facility to which mostly raw materials are imported and from which finished products are exported, with the manufacturer paying tariffs only on the value added in Mexico. Maquiladora plants were originally concentrated along the Mexico-U.S. border but have moved further south to access lower labor costs and a larger and more diverse labor pool, and to take greater advantage of certain inputs available from Mexican suppliers. In 2021, our Guadalajara and Tijuana airports were Mexico’s third and fourth busiest airports, respectively, in terms of passenger traffic, according to the SCT. In 2019, 2020 and 2021, our Guadalajara and Tijuana airports together represented approximately 54.5%, 57.6% and 55.5% of our Mexican airports’ terminal passenger traffic and 51.4%, 54.3% and 53.0% of our Mexican airports’ total revenues (in 2019, 2020 and 2021 they represented 49.3%, 51.7% and 48.5% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
34
Mexico is one of the main tourist destinations in the world. Mexico has historically ranked in the top fifteen countries worldwide in terms of foreign visitors, according to the Mexican Ministry of Tourism. As a result of the Covid-19 pandemic, the tourism industry world-wide was severely affected during 2020 with the Mexican Ministry of Tourism reporting approximately 24.3 million international tourists. In 2021, Mexico ranked second with approximately 31.9 million international tourists, according to the Mexican Ministry of Tourism. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy. Within Mexico, the region bordering the Pacific Ocean (where several of our airports are located) is a principal tourist destination due to its beaches and cultural sites, which are served by numerous hotels and resorts. Four of our airports, the Los Cabos, Puerto Vallarta, La Paz, and Manzanillo airports, serve popular Mexican tourist destinations. Of these tourist destinations, Los Cabos and Puerto Vallarta are the most popular, with Los Cabos constituting Mexico’s third most popular international tourist destination and Puerto Vallarta the fourth, in terms of visitors in 2021, according to the Mexican National Institute of Migration (Instituto Nacional de Migración). The Los Cabos and Puerto Vallarta airports served 5.5 million and 4.1 million terminal passengers, respectively, in 2021 (3.1 million and 2.5 million terminal passengers, respectively, in 2020). In 2019, 2020 and 2021 our Los Cabos and Puerto Vallarta airports together represented 24.5%, 20.1% and 24.5% of our Mexican airports’ terminal passengers and 30.0%, 28.3% and 32.4% of our Mexican airports’ total revenues (31.5%, 30.3% and 34.3% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In addition, these two airports have general aviation and Fixed Base Operations (“FBO”) terminals, where specialized, full-service operations are offered to general aviation aircraft, including refueling, cleaning, and catering.
The remaining six Mexican airports in our group serve mid-sized cities—Hermosillo, Leon, Morelia, Aguascalientes, Mexicali, and Los Mochis—with diverse economic activities. These cities are industrial centers (Hermosillo, Leon, Aguascalientes, and Mexicali) and/or serve as the hubs for important agricultural regions (Leon, Morelia and Los Mochis). In 2019, 2020 and 2021, these six airports serving mid-sized cities accounted for approximately 18.3%, 17.5% and 20.1% of our Mexican airports’ terminal passenger traffic and 15.7%, 17.4% and 15.4% of our Mexican airports’ total revenues (16.7%, 18.0% and 17.2% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). Of these six airports, Guanajuato has the greatest passenger traffic volume. In 2019, 2020 and 2021, Guanajuato accounted for approximately 6.3%, 5.5% and 5.4% of our Mexican airports’ terminal passenger traffic and 5.8%, 4.8% and 4.2% of our Mexican airports’ total revenues (6.4%, 5.5% and 5.3% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Jamaican Operations
Our Montego Bay airport is a full-service international passenger airport, with additional FBO and cargo operations driven by agricultural exports from the island, serving as the primary gateway for international air travel to Jamaica, a major international tourist destination and growing tourism market. In 2021, it was the third busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International. Located in the town of Montego Bay, which is in the geographical center of the tourist corridor between the coastal resort areas of Negril and Ocho Rios where, according to the Jamaican Tourist Board, 88.0% of the island’s hotel capacity is located, the Montego Bay airport facilitates the transit of more than 70.0% of the tourists arriving on the island. In 2021, 2.6 million terminal passengers travelled through the Montego Bay airport, a 60.3% increase over the previous year, of which 100.0% were international passengers. Of the total passengers in 2021, 91.1% came from the United States, 3.9% came from Canada, 4.1% came from Europe and 0.9% from other countries.
In 2019, 2020 and 2021 respectively, the Montego Bay airport served 4.7 million, 1.6 million and 2.6 million terminal passengers. During 2019, MBJA’s total revenues amounted to Ps.2.2 billion, of which Ps.1.5 billion were from aeronautical revenues, Ps.585.3 million were from non-aeronautical revenues and Ps.136.3 million correspond to improvements to concession assets. During 2020, MBJA’s total revenues amounted to Ps.1.1 billion, of which Ps.695.8 million were from aeronautical revenues, Ps.327.2 million were from non-aeronautical revenues and Ps.138.8 million correspond to improvements to concession assets. During 2021, MBJA’s total revenues amounted to Ps.1.6 billion, of which Ps.1.0 billion were from aeronautical revenues, Ps.454.5 million were from non-aeronautical revenues and Ps.93.2 million correspond to improvements to concession assets.
On February 20, 2017, the Government of Jamaica issued a Request for Qualifications inviting interested parties to prepare and submit a prequalification application to participate in a bidding process for a public private partnership to operate the Norman Manley International Airport in Kingston, Jamaica. We timely submitted our prequalification application and, after participating in a competitive bidding process with seven other international airport operators, we were selected for the concession.
On October 10, 2018, we signed a concession agreement with the government of Jamaica for the operation, modernization, and expansion of NMIA for a period of 25 years. We began operating and managing NMIA in the last quarter of 2019. During 2020, NMIA’s total revenues amounted to Ps.534.5 million, of which Ps.354.4 million were from aeronautical revenues, Ps.128.7 million were from non-aeronautical revenues and Ps.51.4 million correspond to improvements to concession assets. During 2021, NMIA’s total revenues amounted to Ps.649.7 million, of which Ps.500.0 million were from aeronautical revenues and Ps.149.7 million were from non-aeronautical revenues.
Our Sources of Revenues
All revenue amounts in this “Business Overview” section include revenues from improvements to concession assets; however, in some cases we include discussion surrounding only aeronautical and non-aeronautical revenues or the sum of both. See the introduction to “Item 3,
35
Key Information – Selected Financial and Other Data,” for a discussion of the reasons for using aeronautical and non-aeronautical revenues for certain comparisons. We specifically state when either aeronautical or non-aeronautical revenues are being used. Because aeronautical and non-aeronautical revenues are derived from our business operations, we believe these figures may in some cases be more useful for readers because those revenues stem from the key drivers of our business: passenger traffic and our maximum rates.
Aeronautical Services
Aeronautical services represent the most significant source of our revenues. In 2019, 2020 and 2021, aeronautical services revenues represented approximately 65.0%, 60.9% and 63.0%, respectively, of our total revenues (in 2019, 2020 and 2021 aeronautical services represented 73.7%, 74.7% and 76.6%, respectively, of the sum of aeronautical and non-aeronautical revenues). Our aeronautical services revenues are principally dependent on the following factors: passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport and the time of day the aircraft operates at the airport.
In Mexico, all our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”
In Jamaica, our revenues from passenger charges, aircraft landing and parking charges, airport security charges and passenger walkway charges are regulated by the JCAA, revenues from car parking charges are set by the MTM and revenues from leasing of space to airlines, complementary services, cargo handling and ground transportation are unregulated. See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”
Passenger Charges
Passenger Charges in Mexico
In Mexico, we collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transit and transfer passengers, if the transfer of the passenger occurs within 24 hours of the passenger’s arrival at the airport). We do not collect passenger charges from arriving passengers. Passenger charges are included in the cost of a passenger’s ticket, and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.
Before the opening of Mexico’s airports to private investment, all airports in Mexico had entered into agreements with national and foreign airlines under which the airlines were obligated to collect all passenger charges on behalf of the airports in exchange for being given a period of time in which to reimburse those passenger charges to the airports. The length of the reimbursement period was tied to the interest rate on short-term Mexican treasury bills (CETES), to allow airlines to accumulate interest that would compensate them for the costs they incurred in collecting those passenger charges.
Under passenger charges collection agreements negotiated with our airline customers, airlines requesting payment period extensions are obligated to: (i) reimburse passenger charges collected on behalf of our airports during a period no greater than 60 days after the “operational average date” (no later than the invoice date) for such charges; and (ii) provide cash, bonds, standby letters of credit or other similar instruments as a guarantee for passenger charges in an amount equal to the highest passenger charges received by the airline on an airport-by-airport basis for the previous year during a period of time equal to the requested payment period plus 30 additional days. Each airline with a payment grace period is obligated to maintain the guarantee at an agreed-upon level, and if it does not do so, it must reimburse the passenger charges on the day the applicable flight departs from our airports without any grace period. If the airline pays our airports on time, the airport is obligated to give the airline an allowance of 3% of the value of each invoice billed no later than seven days after the payment date. The airline can then apply this allowance to cover airport services, leases for ticket counters and back-office and passenger charges. During 2019, 2020 and 2021, under the passenger charges collection agreements, we received payments within an average period of 54, 67 and 62 days, respectively.
Passenger charges vary at each of our Mexican airports and depending on whether the destination is national or international. International passenger charges are currently U.S. dollar-denominated but are invoiced and collected in pesos based on the average exchange rate during the month prior to the flight. Domestic passenger charges are peso denominated. Because passenger charges for international flights are denominated in U.S. dollars, the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.
36
At our Mexican airports in 2019, 2020 and 2021, passenger charges represented approximately 85.5% (domestic passenger charges represented 46.7% and international passenger charges represented 38.9%), 86.6% (domestic passenger charges represented 47.4% and international passenger charges represented 39.2%) and 86.9% (domestic passenger charges represented 45.7% and international passenger charges represented 41.2%), respectively, of our aeronautical services revenues and approximately 55.1% (domestic passenger charges represented 30.1% and international passenger charges represented 25.0%), 52.6% (domestic passenger charges represented 28.8% and international passenger charges represented 29.6%) and 68.3% (domestic passenger charges represented 36.0% and international passenger charges represented 32.4%), respectively, of our total revenues.
In 2019, 2020 and 2021 passenger charges represented approximately 63.2% (domestic passenger charges represented 34.5% and international passenger charges represented 28.7%), 65.5% (domestic passenger charges represented 35.9% and international passenger charges represented 29.6%) and 68.3% (domestic passenger charges represented 36.0% and international passenger charges represented 32.4%), respectively, of the sum of aeronautical and non-aeronautical revenues.
Passenger Charges in Jamaica
In Jamaica, MBJA and NMIA collect a passenger charge for each departing passenger on an aircraft (other than infants and transit and transfer passengers). We do not collect passenger charges from arriving passengers. Passenger charges are included in the cost of a passenger’s ticket, and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight. Passenger charges are invoiced in U.S. dollars for all airlines.
In 2019, 2020 and 2021, passenger charges represented 60.9%, 62.5% and 63.9%, respectively, of MBJA’s aeronautical revenues and 43.9%, 42.5% and 44.0%, respectively, of MBJA’s total revenues.
From October 10, 2019, through December 31, 2019, passenger charges represented 42.3% of NMIA’s aeronautical revenues and 33.3% of NMIA’s total revenues. In 2020 and 2021, passenger charges represented 49.2% and 54.2%, respectively, of NMIA’s aeronautical revenues and 30.1% and 35.8%, respectively, of NMIA’s total revenues.
Aircraft Landing Charges
Aircraft Landing Charges in Mexico
In Mexico, we collect landing charges from carriers for their use of our runways, illumination systems on the runways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), time of the landing, origin of the flight and nationality of the airline or client.
In 2019, 2020 and 2021, aircraft landing charges represented approximately 7.9%, 6.7% and 7.4%, respectively, of our Mexican airports’ aeronautical revenues and 5.1%, 4.1% and 4.7%, respectively, of our Mexican airports’ total revenues (in 2019, 2020 and 2021, aircraft landing charges represented 5.9%, 5.2% and 5.8%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Aircraft Landing Charges in Jamaica
In Jamaica, MBJA and NMIA collect landing charges from aircraft operators for landing at the airport. These landing charges are included in the list of charges regulated by the JCAA. Landing charges are paid by each aircraft operator based on each landing aircraft’s maximum takeoff weight and the origin, destination and purpose of the flight.
In 2019, 2020 and 2021, aircraft landing charges represented 9.8%, 11.0% and 10.4%, respectively, of MBJA’s aeronautical revenues and 6.6%, 7.5% and 7.2%, respectively, of MBJA’s total revenues.
From October 10, 2019, through December 31, 2019, aircraft landing charges represented 11.1% of NMIA’s aeronautical revenues and 8.8% of NMIA’s total revenues. In 2020 and 2021, aircraft landing charges represented 16.1% and 11.6%, respectively, of NMIA’s aeronautical revenues and 9.9% and 7.6%, respectively, of NMIA’s total revenues.
37
Aircraft Parking Charges
Aircraft Parking Charges in Mexico
In Mexico, we collect various charges from carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges for aircraft that are loading and unloading passengers or cargo as well as for long-term aircraft parking that does not involve the loading or unloading of passengers or cargo. Aircraft parking charges that involve loading and unloading passengers or cargo vary 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), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client, while charges for long-term parking vary based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client. We collect aircraft parking charges the entire time an aircraft is on our aprons.
During 2019, 2020 and 2021 these charges represented 1.8%, 1.7% and 2.0%, respectively, of our Mexican airports’ aeronautical revenues and 1.2%, 1.1% and 1.6%, respectively, of our Mexican airports’ total revenues (in 2019, 2020 and 2021 aircraft parking charges represented 1.4%, 1.5% and 1.3%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Aircraft Parking Charges in Jamaica
In Jamaica, MBJA and NMIA collect parking charges from aircraft operators in respect of any aircraft remaining on the ground at the airport for a period of five hours or more. Parking charges are calculated based on 24-hour intervals so that any ground stops amounting to five hours or more for the first 24-hour interval may be rounded up to one day. Parking charges are based on aircraft maximum takeoff weights and whether the aircraft is used for commercial, visiting non-commercial or domestic activity.
In 2019, 2020 and 2021, aircraft parking charges represented 0.1%, 0.1% and 0.1%, respectively, of MBJA’s aeronautical revenues and 0.1%, 0.1% and 0.0%, respectively, of MBJA’s total revenues.
From October 10, 2019, through December 31, 2019, aircraft parking charges represented 6.6% of NMIA’s aeronautical revenues and 5.2% of NMIA’s total revenues. In 2020 and 2021, aircraft parking charges represented 0.5% and 0.3%, respectively, of NMIA’s aeronautical revenues and 0.3% and 0.2%, respectively, of NMIA’s total revenues.
Airport Security Charges
Airport Security Charges in Mexico
In Mexico, we also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (other than diplomats, infants, and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. We provide airport security services at our airports directly.
The AFAC and the Ministry of Public Security (Secretaría de Seguridad Pública) periodically issue guidelines for airport security in Mexico. Regulations issued by the AFAC in 2011 established rules and procedures for the inspection of carry-on baggage. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Non-Aeronautical Services – Recovery of Costs from Checked Baggage Screening at our Mexican Airports” in this section. To fulfill these requirements, we improved our security by providing new training and operating procedures, adding new equipment and security personnel, most of them from third-party providers, in addition to increasing our coordination with other airports and airlines. However, as security is a primary concern in our industry, the possibility of new threats may require frequent updates to the security measures at our airports.
In 2019, 2020 and 2021, these charges represented approximately 1.2%, 0.8% and 1.0%, respectively, of our Mexican airports’ aeronautical services revenues and approximately 0.8%, 0.5% and 0.8%, respectively, of our Mexican airports’ total revenues. In 2019, 2020 and 2021, security charges represented 0.9%, 0.6% and 0.6%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.
Airport Security Charges in Jamaica
In Jamaica, MBJA and NMIA collect a security charge from each airline based on the number of its departing terminal passengers (other than infants and transit and transfer passengers) for use of the x-ray equipment, metal detectors, security personnel services and other related security equipment. These security charges are included in the list of charges regulated by the JCAA. Security charges are billed at a flat rate for all categories of passengers.
In 2019, 2020 and 2021, airport security charges represented 7.9%, 6.9% and 7.0%, respectively, of MBJA’s aeronautical revenues and 5.4%, 4.7% and 4.8%, respectively, of MBJA’s total revenues.
38
From October 10, 2019, through December 31, 2019, airport security charges represented 23.7% of NMIA’s aeronautical revenues and 18.7% of NMIA’s total revenues. In 2020 and 2021, airport security charges represented 27.6% and 30.0%, respectively, of NMIA’s aeronautical revenues and 16.9% and 20.0%, respectively, of NMIA’s total revenues.
Passenger Walkway and Airport Bus Charges
Passenger Walkway and Airport Bus Charges in Mexico
In Mexico, airlines are also assessed charges for the connection of their aircraft to terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via airport buses and other vehicles. Charges for use of passenger walkways are based on each unit or service rendered, which are limited to a period of 30 minutes each, but charges for the transportation of customers between terminals and aircraft via airport buses and other vehicles are determined based on the number of trips taken between the terminal and the aircraft.
Passenger walkways are only available at our Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Guanajuato, and Hermosillo airports. The operation of our passenger walkways and our airport buses is conducted by an independent third party, which also maintains relationships with the airlines for their use of this equipment. Therefore, we receive only recovery of cost revenues associated with the energy usage of the walkways and a per-unit fee for the use of the walkways and airport buses.
During 2019, passenger walkway and airport bus revenues equaled Ps.5.7 million, or 0.04% of our Mexican airports’ total revenues (0.04% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). During 2020, passenger walkway and airport bus revenues equaled Ps.3.3 million, or 0.3% of our Mexican airports’ total revenues (0.3% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). During 2021, passenger walkway and airport bus revenues equaled Ps.7.5 million, or 0.05% of our Mexican airports’ total revenues (0.07% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Passenger Walkway Charges in Jamaica
At MBJA, airlines are also assessed charges for the connection of their aircraft to terminals through a passenger walkway or loading bridge, which are included in the list of charges regulated by the JCAA. Each airline is billed at a flat rate per aircraft connection for the first two hours and at an hourly rate thereafter.
In 2019, 2020 and 2021 passenger walkway charges represented 2.6%, 2.8% and 2.7%, respectively, of MBJA’s aeronautical revenues and 1.7%, 1.9% and 1.9%, respectively, of MBJA’s total revenues.
NMIA does not assess passenger walkway charges.
Leasing of Space to Airlines
Leasing of Space to Airlines in Mexico
In addition, we receive regulated revenues from leasing space in our Mexican airports to airlines as needed for their operations, such as the leasing of ticket counters, monitors and back offices.
In 2019, 2020 and 2021, leasing of space to airlines represented approximately 1.7%, 1.5% and 1.4%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 1.1%, 0.7% and 0.9%, respectively, of our Mexican airports’ total revenues (in 2019, 2020 and 2021 revenues from leasing of space to airlines represented 1.3%, 1.1% and 1.1%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Leasing of Space to Airlines in Jamaica
MBJA and NMIA receive revenues from leasing land and space, such as back offices and ticket offices, storage, vehicle and aircraft maintenance areas and ground handling equipment space. Land and space leasing is not considered a regulated activity by the JCAA.
39
Complementary Services
Complementary Services in Mexico
At each of our Mexican airports, we earn revenues from charging access and other fees to third-party providers of baggage handling services, catering services, aircraft maintenance and repair services and fuel services. These fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of its total revenues.
Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there are no third parties providing such services. For example, Menzies Aviation, S.A. de C.V., Aveespress, S.A. de C.V. and Administradora Especializada en Negocios, S.A. de C.V. (a subsidiary of Aeroméxico Group), currently provide the majority of the baggage handling services at our Mexican airports. If the third parties currently providing these services ceased to do so, we would be required to provide these services or find other third parties to provide such services.
The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares), or “ASA” a corporation owned by the federal government, maintains an exclusive contract to sell fuel at all of our Mexican airports, and we charge the agency a nominal access fee. ASA, in turn, is required to purchase all of its fuel from Petróleos Mexicanos (“Pemex”), a decentralized public entity of the Mexican federal government. In the event that the Mexican government privatizes fuel supply activities in the future, the terms of our Mexican concessions provide that it will do so through a competitive bidding process.
We currently maintain contracts with 45 companies that provide the majority of these complementary services at our twelve Mexican airports. In 2019, 2020 and 2021 revenues from complementary service fees represented approximately 1.8%, 1.7% and 1.3%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 1.1%, 1.1% and 0.8%, respectively of our Mexican airports’ total revenues (in 2019, 2020 and 2021, revenues from complementary service fees represented 1.3%, 1.3% and 1.0%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Complementary Services in Jamaica
In Jamaica, MBJA and NMIA earn revenues from charging access and other fees to third-party providers of refueling, inflight catering, ground handling and FBO services. Refueling services are provided by a consortium of three companies: Gulf Stream Petroleum SRL (formerly Total), GB Energy and Jamaica Aircraft Refueling Services (JARS). This consortium leases land from MBJA and NMIA on which they constructed an aviation fuel storage facility, and each operator pays MBJA and NMIA a fuel concession fee based on the number of gallons of fuel sold through the airport’s fueling system. Inflight catering is provided by Goddard Catering through an exclusive contract inherited from the AAJ. The three ground handling services companies operating at our Jamaican airports, AJAS, GCG Ground Services (Jamaica) Limited (formerly Jamaica Dispatch) and Eulen America, pay a fee per aircraft and cargo handled as well as a vehicle permit for vehicles accessing the ramp. IAM Jet Centre is the licensed operator for provision of FBO services at MBJA and NMIA. MBJA and NMIA are not required by law to provide complementary services, even if a third party is not providing such services at the airports.
In 2019, 2020 and 2021 revenues from complementary service fees represented 18.7%, 16.7% and 15.9%, respectively, of MBJA’s aeronautical revenues and 12.7%, 11.4% and 10.9%, respectively, of MBJA’s total revenues.
From October 10, 2019 through December 31, 2019, complementary services represented 9.2% of NMIA’s aeronautical revenues and 7.3% of NMIA’s total revenues. In 2020 and 2021, revenues from complementary service fees represented 18.7% and 10.5%, respectively, of NMIA’s aeronautical revenues and 11.5% and 7.0%, respectively, of NMIA’s total revenues.
Cargo Handling
Cargo Handling in Mexico
Cargo-related revenues include revenues from the leasing of space in our airports to handling agents and shippers, landing fees for each arriving aircraft carrying cargo and a portion of the revenues derived from other complementary services for each workload unit of cargo. Cargo-related revenues are largely regulated and therefore subject to maximum rates applicable to regulated revenues sources. Increases in our cargo volume are beneficial to us for purposes of maximum rate calculations, as cargo increases the number of our workload units.
Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that Mexico has significant potential for growth in the volume of cargo transported by air. A substantial portion of cargo originating in the United States and destined for Latin America is currently handled in the Miami and Los Angeles international airports, and we believe that a portion of this cargo could instead be routed more efficiently through our Guadalajara airport or our Tijuana airport.
In 2019, 2020 and 2021, our Mexican airports handled approximately 214.6 thousand, 213.8 thousand and 257.3 thousand metric tons of cargo, respectively. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 75.1%, 77.7% and 76.7% of the cargo handled by our Mexican airports in 2019, 2020 and 2021, respectively.
40
Cargo Handling in Jamaica
The majority of cargo in our Jamaican airports is belly cargo, or cargo carried on passenger aircraft; there are only two dedicated cargo carriers at the airports, both of which use small aircraft. There are no significant revenues from cargo handling at either our Montego Bay airport or our Kingston airport.
In 2019, 2020 and 2021 the Montego Bay airport handled approximately 7.2 thousand, 3.9 thousand and 4.4 thousand metric tons of cargo, respectively.
From October 10, 2019, through December 31, 2019, NMIA handled 2.4 thousand metric tons of cargo. In 2020 and 2021, NMIA handled approximately 11.2 thousand and 12.9 thousand metric tons of cargo, respectively.
Ground Transportation
Permanent Ground Transportation in Mexico
In Mexico, we receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airports’ premises. Our revenues from providers of ground transportation services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis and buses, are subject to price regulation. Taxi rates to passengers are also subject to regulation.
Non-Aeronautical Services
General
Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services. The contribution to the sum of our aeronautical and non-aeronautical revenues from non-aeronautical services was 26.3% in 2019, 25.3% in 2020 and 22.3% in 2021. We estimate that this contribution will increase as we continue to focus on growing these revenues. Our revenues from non-aeronautical services are principally derived from commercial activities.
Our strategy to increase our commercial revenue is driven by an in-depth analysis and understanding of our market. This strategy includes leveraging brand and consumer behavior studies, careful selection of the best business operators in every segment based on innovative concepts and brand recognition, layout redesigns and modernizations of terminal spaces and research into potential new projects, all of which led to increased sales per passenger.
During 2020 and 2021, we worked closely with our business partners to develop new sales strategies for our terminals in order to maintain our commercial revenues in light of changes to our passengers’ consumer behavior due to the COVID-19 pandemic. For instance, we developed a web application to provide our passengers with food and beverage delivery service and no contact parking payment options. These services will be provided beginning in 2022 at some of our airports. Furthermore, we established a minimal annual guarantees discount program for our tenants. This allowed us to balance our commercial offer in order to maintain low tenant turnover.
Simultaneously, we continue to expand the number of businesses operated directly by us, including the conversion from static to digital signage for advertising and resuming the direct operation of our Aeromarket convenience stores at certain of our airports. For the medium-term, we have developed projects for a hotel at our Guadalajara (currently under construction) and Tijuana airports. The hotels will be owned by us but operated by an international brand. We have also completed the remodeling and image unification process, including a loyalty program, for our VIP Lounges.
None of our revenues from non-aeronautical services are regulated under the Mexican price regulation system. In Jamaica, all of our Jamaican airport revenues from non-aeronautical services are unregulated except for revenues from car parking facilities.
41
Revenues from Commercial Activities
Leading privatized airports generally generate an important portion of their revenues from commercial activities. An airport’s revenues from commercial activities are 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, who tend to spend greater amounts at our airports, particularly on duty-free items. As a result of the COVID-19 pandemic, we believe certain of our passengers’ consumer habits have changed permanently in some respects. Consequently, the passenger experience has become more relevant to generating commercial revenue at our airports.
We currently have the following types of commercial activities in each of our airports:
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|
• |
Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain non-essential activities, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities. Examples of these first class/VIP lounges operated by third parties include the Salon Beyond Banamex and Aeroméxico’s Club Premier in our Guadalajara airport. |
|
|
• |
Retail stores. Revenues that we derive from the leasing of space in our terminals to retail stores such as: souvenirs and gift shops, fashion and footwear stores, pharmacies, jewelry, electronics, cosmetics, etc., including brands such as: Sunglass Hut, Clinique, MAC, Marisa, El Market Mexico, Mobo, The Body Shop, Pineda Covalin, New Era, Xocodiva, and Check Pharmacy among others. In recent years, we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our principal airports. |
|
|
• |
Food and beverage services. Revenues that we derive from the leasing of space in our terminals to food and beverage services such as: casual dining, coffee shops, fast food and grab&go with brands such as: Starbucks, Chili’s, Fly By Wings, STK, Subway, Sbarro, Carl’s Jr, Bubba Gump, Johnny Rockets, Famous Famiglia, Star Island Cafe, Panda Express and Domino’s Pizza, among others. During 2021, food and beverage services revenues became an important business line due to the 65.8% increase in revenues as compared to 2020. |
|
|
• |
Car rentals. Revenues that we derive from the leasing of space in our terminals to car rental services such as lots, parking spots and car rental reservation booths. In 2021, we solicited bids for car rental businesses at our Tijuana, Los Mochis and Los Cabos airports. Car rental bids for our Aguascalientes, Hermosillo, Tijuana and La Paz airports are expected to be conducted in 2022. Among our expansion projects is the allocation of spaces within our parking areas for use by the car rental companies. This expansion will allow us to increase the exclusive services provided to the users of our car rental tenants. |
|
|
• |
Timeshare marketing and sales. We receive revenues from timeshare developers to whom we rent space in our Mexican airports for the purpose of marketing and sales of timeshare units. |
|
|
• |
Duty-free stores. We currently have duty-free stores at five of our 12 Mexican airports (Los Cabos, Puerto Vallarta, Guanajuato, Guadalajara and Tijuana) and at our Montego Bay and Kingston airports, these are the airports where we have a greater number of international passengers. All of the duty-free stores located in our airports are now operated on leases under which rent is structured primarily as a royalty based on tenants’ revenues, subject to minimum fixed amounts related to square footage. Because the duty-free stores are located at the entrance to the airport’s commercial area, our strategy with regards to the duty-free stores is to allow passengers to quickly and easily find desired products and complete their purchase with a high level of service that encourages passengers to shop more. |
|
|
• |
Communications. We have consolidated all telephone and internet service at our Mexican airports with one provider. We charge the provider a fixed monthly rent in exchange for allowing the provider to install their communications infrastructure in our airports. In Jamaica, two communication companies, Digicel and Flow, provide cellular and fixed line telephone services at our airports. Fixed line telephone services have reached maturity and are now starting to decline due to the increasing prevalence of mobile phones. However, there has been an increase in the demand for space outside our terminals to install cellular antennas in order to improve the level of service offered to our passengers. All of our airports offer wireless internet service. Beginning in 2019, we began directly offering the Wi-Fi service for our passengers which has since allowed us to begin selling advertising through our wireless internet as of 2020. |
|
|
• |
Financial services. In recent years, we have expanded and modernized the spaces we lease to financial services providers, such as currency exchange bureaus. Additionally, we improved our contracts with Globo Cambio, our principal financial services provider. |
|
|
• |
Ground transportation. Under applicable Mexican law, our revenues from providers of ground transportation services deemed “non-permanent,” such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities. In Jamaica, MBJA receives revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on the Montego Bay airport’s premises. Ground transportation operators pay monthly fees for each vehicle operated on the airport’s premises and for any commercial space used in the airport. Ground transportation access fees charged to taxis and buses are not regulated and are set by MBJA. During 2021, several |
42
|
|
restricted area access contracts were negotiated with companies such as: Estafeta, TUM Logistics, Able Cargo Transportation, among others. |
We currently operate the following commercial lines directly:
|
|
• |
Parking facilities. We directly operate the car parking facilities at all of our airports. Our main car parking facilities are at our Guadalajara and Tijuana airports. Revenues from parking facilities are directly correlated to passenger traffic at our airports. Currently, in Mexico, parking facilities are not regulated under our maximum rates, although they could become regulated upon a finding by the Mexican Antitrust Commission (Comisión Federal de Competencia) that there are no competing alternatives for such parking at certain airports. In Jamaica, car parking facility fees are set by the MTM, however, MBJA has lobbied and continues to press the Jamaican Government to allow car parking fees to be freely set at commercial rates. In recent years, we have invested in the expansion of our parking facilities at several of our airports including our Guanajuato, Mexicali, Guadalajara and Tijuana airports. |
|
|
• |
Advertising. We directly operate the advertising at all of our Mexican airports. Domestic and international traffic in our Mexican airports makes third-party investment in advertising media attractive. During 2021, we continued converting to digital advertising at some of our airports, including our Aguascalientes, Guanajuato, Hermosillo, La Paz and Mexicali airports. During 2021, we also began directly operating advertising at the Montego Bay airport. During 2021, revenues from advertising decreased 39.4% as compared to 2020, as a result of the reduction in advertising budgets for the companies that advertise with us as a result of the continued effect of the COVID-19 pandemic. |
|
|
• |
VIP Lounges. As of the end of 2021, we operated 12 VIP Lounges in 9 Mexican airports: one in our Guadalajara airport, two in our Los Cabos airport (Terminal 1 and Terminal 2), three in our Puerto Vallarta airport (domestic, international and arrivals), and one in each of our Aguascalientes, Guanajuato, Hermosillo, La Paz, Tijuana and Mexicali airports. In 2021, we hosted over 650,000 users in our VIP lounges at our Mexican airports, an increase of 84.2% from 2020. During 2022, we will be remodeling our International VIP Lounge at the Guadalajara airport and will begin operations of a second VIP Lounge at the Tijuana airport. During 2021, we worked on improving the branding and image of our VIP Lounges, and we instituted operational improvements that include a new supply management system and the creation of new storage space in some of our terminals. We have also launched our own loyalty program, VIP PASSPORT, through which we will offer a new experience for access to the VIP Lounges. In our Montego Bay airport, a third party operates the sole common use lounge in the arrivals and departures areas, and there are five lounges operated by hotels in the arrivals area. In our Kingston airport, a third party operates the VIP Lounge. In 2021, the contract for our Montego Bay airport lounges was renewed under more favorable economic terms and includes an operational improvement agreement. |
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|
• |
Convenience stores. In April 2012, we began operating certain airport convenience stores directly. Due to strong performance, we opened a total of 21 convenience stores across our Mexican airports. In October 2016, we franchised 14 of our Aeromarket stores to a third-party. During 2021, however, we recovered 5 convenience stores at our Hermosillo, La Paz and Morelia airports. During 2022, we anticipate recovering 5 additional stores, 3 at the Guadalajara airport and 2 at the Los Cabos airport. As of December 31, 2021, we operated 20 convenience stores and 56 vending machines across our Mexican airports. During the third quarter 2022, we anticipate opening two new convenience stores at the Tijuana and Los Cabos airports. During 2021, we worked on instituting new operational improvements, including a new stock management system and the creation of new storage space in some of our terminals. |
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|
• |
FBO. Despite of the pandemic, our FBO’s operations in 2021 increased 16.5% compared to 2020. In our Los Cabos airport, we began remodeling the FBO building in order to increase the convenience for our users. We also began operating our own brand for ground handling and flight support, Primesky. |
Domestic Passengers in Mexico
Domestic passengers represented approximately 63.9%, 66.9% and 65.3% of our Mexico terminal passenger traffic in 2019, 2020 and 2021, respectively (CBX users at our Tijuana airport were considered international passengers). In addition, we estimate that a significant minority of our international passengers in Mexico are Mexicans traveling to or from the United States. Based on surveys and studies conducted at our airports to better understand the consumption habits of our passengers, we believe that the spending habits of these Mexican international passengers are more similar to the spending habits of our domestic passengers, who generally purchase fewer products than other international passengers do. In order to increase consumer spending, we have been increasing the brand recognition of commercial spaces and the products they offer, which, based on the surveys and studies we have conducted, we believe is likely to contribute to increased consumption among our domestic passengers and our Mexican international passengers. Partly as a result of the implementation of these strategies, consumer spending per passenger in our Mexican airports increased by 10.7% during 2019 as compared to 2018. During 2020, despite the COVID-19 pandemic, consumer spending per passenger in our Mexican airports increased 11.8% as compared to 2019. During 2021, consumer spending per passenger in our Mexican airports increased 9.1% as compared to 2019.
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Recovery of Costs from Checked Baggage Screening at our Mexican Airports
In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on all commercial flights to undergo a new comprehensive screening process. The new screening process required the installation of dedicated screening equipment and the manual inspection of baggage if such equipment alerted to the potential presence of prohibited items. Although the Mexican Airport Law expressly provides that airlines bear the responsibility for baggage screening, the fact that the policy letter was silent as to responsibility caused some of our airline customers to contend that the policy letter’s intent was for airport concessionaires, such as us, to bear responsibility for the new screening process. Since the issuance of the policy letter, the Federal Civil Aviation Agency (Agencia Federal de Aviación Civil), or “AFAC,” has been expected to issue implementing regulations. On November 23, 2012, the Mexican civil aviation authority published a recommendation (circular obligatoria) on the SCT website that, instead of modifying the legal responsibilities set forth in the Mexican Airport Law, attempted to facilitate contracts between parties through certain non-binding recommendations regarding issues of responsibility that have been raised by the policy letter. These non-binding recommendations have no legal effect unless incorporated into a valid contract.
Today eleven of our twelve Mexican airports employ baggage screening equipment and an explosives trace detector system is used in our Los Mochis airport. As of December 31, 2021, we have signed agreements to operate the baggage screening equipment with every airline customer, and 99.3% of the passengers travelling through our Mexican airports were using the baggage screening system.
We incur ongoing expenses to maintain and operate this equipment, which we currently recover from our airline customers. For more information on screening equipment, see “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions.”
Recent Expansion and Development of Commercial Areas
We believe that leading privatized airports typically generate approximately 20% to 30% of total revenues from commercial activities. In 2019, 2020 and 2021, revenues from non-aeronautical services in our airports accounted for 26.3%, 25.3% and 23.4% of our total revenues, respectively. As this is a primary component of our business strategy, we have focused on increasing our revenues from commercial activities in our airports by:
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• |
Redesigning and expanding the space available in our airport terminals allocated to commercial activities: |
In order to increase our revenues from commercial activities, we have focused on expanding and redesigning the layout of certain terminals in our Mexican airports to allow for the inclusion of more commercial businesses, as well as to redirect the flow of passengers through our airports, increasing their exposure to the commercial areas of our airports.
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• |
Renegotiating agreements with terminal tenants to be more consistent with market practices: |
We have also continued improving our lease arrangements with existing tenants through the usage of royalty-based lease contracts, whereby lease amounts are based on tenants’ revenues, subject to minimum fixed amounts related to the square footage. We estimate that approximately 90.4% of current commercial revenues could be arranged as royalty-based contracts based on the nature of our tenants’ operations. Approximately 98.5% of the contracts that could be arranged as royalty-based have already been executed under those conditions.
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• |
New project development: |
In 2016, we hired a leading consultant in the hospitality industry to develop proposals for a mixed-use development at our Guadalajara airport. In order to maximize profitability and based on the resulting market study, we plan to develop a 180-room select-service hotel operated by a third party under a fee agreement. In October 2017, our Board of Directors approved the creation of a new subsidiary, ADP, responsible for the construction and operation of the hotel, corporate offices and commercial spaces for rent at the Guadalajara airport. With the operation of these facilities at the Guadalajara airport, we will be able to dedicate an additional 549 square meters for retail and other complementary services and 1,564 square meters for food and beverage to increase our commercial revenues. Construction of the project began in 2021, and we estimate that operations in the new space will begin in the fourth quarter of 2023.
Recognition of Revenues from Improvements to Concession Assets
We recognize revenues and the associated costs of improvements to concession assets that we are obligated to perform as established by the Master Development Programs at our Mexican airports and the Capital Development Program at our Jamaican airports. Revenues represent the value of the exchange between us and the respective governments with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs and the Capital Development Program, and in exchange, the governments grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We have determined that our obligations per the Master Development Programs and the Capital Development Program should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs and the Capital Development Program are included in the maximum tariffs and regulated charges that we charge our customers. Therefore, we recognize the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the Master Development Programs and the Capital Development Program. Through bidding processes, we contract third parties to carry out such construction. The amount of revenues for these services is equal to the amount of costs incurred, as we do not obtain any profit margin for these construction
44
services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic, which is the main driver of our revenues. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”
Marketing Activities
We focus our marketing activities, with respect to aeronautical services, on participation in business conferences organized by public organizations, such as the International Air Transport Association, and private organizations, such as the annual “Routes Americas” and “World Routes” conferences organized by United Business Media. These conferences provide a forum for the exchange of information relating to airlines’ decisions about changes in routes and flights. Additionally, we go through several one-on-one meetings with domestic and international airlines to further discuss specific route opportunities as well as route performance. During 2021, a total of 37 new routes were opened to and from our airports (as compared to 23 new routes during 2020 and 45 during 2019), many of which originated from air service development work during the past decade. The work performed by our commercial department is complemented by several different airline marketing consultants, who provide us with market intelligence and databases in order to better execute our network expansion strategy.
Our Mexican Airports
In 2021, our Mexican airports served a total of approximately 39.5 million terminal passengers. In 2021, our two principal airports that serve important metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together represented approximately 55.5% of our Mexican airports’ total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main Mexican airports serving popular tourist destinations, together accounted for approximately 24.5% of our Mexican airports’ total terminal passenger traffic in 2021. Guanajuato International Airport, which is our largest airport serving a mid-sized city, accounted for approximately 5.4% of our Mexican airports’ total terminal passenger traffic in 2021.
All of our Mexican airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.
The following table shows the sum of aeronautical and non-aeronautical revenues for each of the Mexican airports for the years indicated:
Sum of Aeronautical and Non-Aeronautical Revenues by Mexican Airport
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Year ended December 31, |
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2019 |
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|
2020 |
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|
2021 |
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||||||
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|
|
|
(thousands of pesos) |
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|||||||||||
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Guadalajara |
|
Ps. |
|
3,917,062 |
|
|
Ps. |
|
2,695,364 |
|
|
Ps. |
|
4,079,672 |
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|
Tijuana |
|
|
|
2,022,396 |
|
|
|
|
1,527,606 |
|
|
|
|
2,376,156 |
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|
Los Cabos |
|
|
|
2,152,170 |
|
|
|
|
1,431,961 |
|
|
|
|
2,842,667 |
|
|
Puerto Vallarta |
|
|
|
1,639,309 |
|
|
|
|
1,042,866 |
|
|
|
|
1,726,000 |
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|
Guanajuato |
|
|
|
764,976 |
|
|
|
|
452,459 |
|
|
|
|
702,379 |
|
|
Hermosillo |
|
|
|
435,076 |
|
|
|
|
269,260 |
|
|
|
|
411,628 |
|
|
Mexicali |
|
|
|
261,502 |
|
|
|
|
171,652 |
|
|
|
|
270,626 |
|
|
Morelia |
|
|
|
210,665 |
|
|
|
|
206,285 |
|
|
|
|
318,369 |
|
|
La Paz |
|
|
|
246,322 |
|
|
|
|
150,579 |
|
|
|
|
245,240 |
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|
Aguascalientes |
|
|
|
236,386 |
|
|
|
|
125,739 |
|
|
|
|
206,437 |
|
|
Los Mochis |
|
|
|
98,793 |
|
|
|
|
59,031 |
|
|
|
|
96,615 |
|
|
Manzanillo |
|
|
|
50,126 |
|
|
|
|
30,934 |
|
|
|
|
44,781 |
|
|
Total |
|
Ps. |
|
12,034,783 |
|
|
Ps. |
|
8,163,736 |
|
|
Ps. |
|
13,320,570 |
|
45
The following tables set forth the passenger traffic volume for each of our Mexican airports for the years indicated:
Passenger Traffic by Mexican Airport
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Year Ended December 31, |
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|
|
2019 |
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|
2020 |
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|
2021 |
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|||||||||||||||||||||||||||
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|
|
Terminal (1) |
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|
Transit (2) |
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|
Total |
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|
Terminal (1) |
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|
Transit (2) |
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|
Total |
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|
Terminal (1) |
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|
Transit (2) |
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|
Total |
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|||||||||
|
Total Passengers: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guadalajara |
|
|
14,846,329 |
|
|
|
15,480 |
|
|
|
14,861,809 |
|
|
|
8,125,606 |
|
|
|
13,018 |
|
|
|
8,138,624 |
|
|
|
12,242,986 |
|
|
|
17,001 |
|
|
|
12,259,987 |
|
|
Tijuana |
|
|
8,925,873 |
|
|
|
47,325 |
|
|
|
8,973,198 |
|
|
|
6,316,623 |
|
|
|
2,121 |
|
|
|
6,318,744 |
|
|
|
9,667,921 |
|
|
|
3,776 |
|
|
|
9,671,697 |
|
|
Los Cabos |
|
|
5,609,122 |
|
|
|
3,901 |
|
|
|
5,613,023 |
|
|
|
3,064,160 |
|
|
|
3,212 |
|
|
|
3,067,372 |
|
|
|
5,549,570 |
|
|
|
8,458 |
|
|
|
5,558,028 |
|
|
Puerto Vallarta |
|
|
5,051,855 |
|
|
|
6,335 |
|
|
|
5,058,190 |
|
|
|
2,536,120 |
|
|
|
2,506 |
|
|
|
2,538,626 |
|
|
|
4,119,967 |
|
|
|
2,587 |
|
|
|
4,122,554 |
|
|
Guanajuato |
|
|
2,755,807 |
|
|
|
12,156 |
|
|
|
2,767,963 |
|
|
|
1,387,711 |
|
|
|
3,406 |
|
|
|
1,391,117 |
|
|
|
2,118,974 |
|
|
|
8,711 |
|
|
|
2,127,685 |
|
|
Hermosillo |
|
|
1,874,059 |
|
|
|
19,836 |
|
|
|
1,893,895 |
|
|
|
984,225 |
|
|
|
19,541 |
|
|
|
1,003,766 |
|
|
|
1,559,923 |
|
|
|
27,590 |
|
|
|
1,587,513 |
|
|
Mexicali |
|
|
1,198,808 |
|
|
|
4,357 |
|
|
|
1,203,165 |
|
|
|
693,214 |
|
|
|
3,173 |
|
|
|
696,387 |
|
|
|
1,094,029 |
|
|
|
4,467 |
|
|
|
1,098,496 |
|
|
Morelia |
|
|
897,754 |
|
|
|
3,728 |
|
|
|
901,482 |
|
|
|
631,323 |
|
|
|
2,790 |
|
|
|
634,113 |
|
|
|
947,076 |
|
|
|
2,536 |
|
|
|
949,612 |
|
|
La Paz |
|
|
1,008,136 |
|
|
|
2,307 |
|
|
|
1,010,443 |
|
|
|
573,137 |
|
|
|
1,431 |
|
|
|
574,568 |
|
|
|
920,040 |
|
|
|
4,088 |
|
|
|
924,128 |
|
|
Aguascalientes |
|
|
858,433 |
|
|
|
1,127 |
|
|
|
859,560 |
|
|
|
475,562 |
|
|
|
630 |
|
|
|
476,192 |
|
|
|
793,394 |
|
|
|
3,128 |
|
|
|
796,522 |
|
|
Los Mochis |
|
|
391,300 |
|
|
|
9,416 |
|
|
|
400,716 |
|
|
|
213,647 |
|
|
|
6,345 |
|
|
|
219,992 |
|
|
|
367,696 |
|
|
|
7,148 |
|
|
|
374,844 |
|
|
Manzanillo |
|
|
174,718 |
|
|
|
392 |
|
|
|
175,110 |
|
|
|
86,247 |
|
|
|
350 |
|
|
|
86,597 |
|
|
|
133,300 |
|
|
|
343 |
|
|
|
133,643 |
|
|
Total |
|
|
43,592,194 |
|
|
|
126,360 |
|
|
|
43,718,554 |
|
|
|
25,087,575 |
|
|
|
58,523 |
|
|
|
25,146,098 |
|
|
|
39,514,876 |
|
|
|
89,833 |
|
|
|
39,604,709 |
|
|
(1) |
Includes arriving and departing passengers as well as transfer passengers (passengers who arrive on one aircraft and depart on a different aircraft). |
|
(2) |
Terminal passengers who arrive at our airports but generally depart without changing aircraft. |
|
|
|
Year Ended December 31, |
|
|||||||||||||||||||||||||||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||||||||||||||||||||||||||
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|||||||||
|
Departing Terminal Passengers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guadalajara |
|
|
5,199,715 |
|
|
|
2,271,994 |
|
|
|
7,471,709 |
|
|
|
2,857,244 |
|
|
|
1,216,066 |
|
|
|
4,073,310 |
|
|
|
4,231,825 |
|
|
|
1,949,282 |
|
|
|
6,181,107 |
|
|
Tijuana |
|
|
3,025,408 |
|
|
|
1,357,161 |
|
|
|
4,382,569 |
|
|
|
2,320,083 |
|
|
|
831,615 |
|
|
|
3,151,698 |
|
|
|
3,391,209 |
|
|
|
1,357,422 |
|
|
|
4,748,631 |
|
|
Los Cabos |
|
|
937,323 |
|
|
|
1,869,708 |
|
|
|
2,807,031 |
|
|
|
607,422 |
|
|
|
939,310 |
|
|
|
1,546,732 |
|
|
|
989,969 |
|
|
|
1,781,499 |
|
|
|
2,771,468 |
|
|
Puerto Vallarta |
|
|
891,549 |
|
|
|
1,643,729 |
|
|
|
2,535,278 |
|
|
|
470,965 |
|
|
|
823,448 |
|
|
|
1,294,413 |
|
|
|
911,770 |
|
|
|
1,135,787 |
|
|
|
2,047,557 |
|
|
Guanajuato |
|
|
1,015,691 |
|
|
|
372,192 |
|
|
|
1,387,883 |
|
|
|
517,353 |
|
|
|
180,202 |
|
|
|
697,555 |
|
|
|
732,913 |
|
|
|
334,413 |
|
|
|
1,067,326 |
|
|
Hermosillo |
|
|
879,749 |
|
|
|
48,247 |
|
|
|
927,996 |
|
|
|
454,788 |
|
|
|
32,137 |
|
|
|
486,925 |
|
|
|
695,338 |
|
|
|
76,814 |
|
|
|
772,152 |
|
|
Mexicali |
|
|
579,307 |
|
|
|
6,067 |
|
|
|
585,374 |
|
|
|
336,291 |
|
|
|
1,874 |
|
|
|
338,165 |
|
|
|
497,675 |
|
|
|
5,077 |
|
|
|
502,752 |
|
|
Morelia |
|
|
233,450 |
|
|
|
218,408 |
|
|
|
451,858 |
|
|
|
192,197 |
|
|
|
122,631 |
|
|
|
314,828 |
|
|
|
274,415 |
|
|
|
205,672 |
|
|
|
480,087 |
|
|
La Paz |
|
|
497,589 |
|
|
|
11,462 |
|
|
|
509,051 |
|
|
|
282,536 |
|
|
|
5,278 |
|
|
|
287,814 |
|
|
|
451,421 |
|
|
|
13,098 |
|
|
|
464,519 |
|
|
Aguascalientes |
|
|
303,023 |
|
|
|
126,612 |
|
|
|
429,635 |
|
|
|
173,290 |
|
|
|
64,007 |
|
|
|
237,297 |
|
|
|
281,435 |
|
|
|
116,081 |
|
|
|
397,516 |
|
|
Los Mochis |
|
|
191,012 |
|
|
|
6,584 |
|
|
|
197,596 |
|
|
|
105,911 |
|
|
|
2,151 |
|
|
|
108,062 |
|
|
|
179,376 |
|
|
|
8,792 |
|
|
|
188,168 |
|
|
Manzanillo |
|
|
40,931 |
|
|
|
45,562 |
|
|
|
86,493 |
|
|
|
21,323 |
|
|
|
22,962 |
|
|
|
44,285 |
|
|
|
39,472 |
|
|
|
25,678 |
|
|
|
65,150 |
|
|
Total |
|
|
13,794,747 |
|
|
|
7,977,726 |
|
|
|
21,772,473 |
|
|
|
8,339,403 |
|
|
|
4,241,681 |
|
|
|
12,581,084 |
|
|
|
12,676,818 |
|
|
|
7,009,615 |
|
|
|
19,686,433 |
|
46
|
|
|
Year Ended December 31, |
|
|||||||||||||||||||||||||||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||||||||||||||||||||||||||
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|||||||||
|
Arriving Terminal Passengers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guadalajara |
|
|
5,296,110 |
|
|
|
2,078,510 |
|
|
|
7,374,620 |
|
|
|
2,910,834 |
|
|
|
1,141,462 |
|
|
|
4,052,296 |
|
|
|
4,308,423 |
|
|
|
1,753,456 |
|
|
|
6,061,879 |
|
|
Tijuana |
|
|
2,954,316 |
|
|
|
1,588,988 |
|
|
|
4,543,304 |
|
|
|
2,344,275 |
|
|
|
820,650 |
|
|
|
3,164,925 |
|
|
|
3,500,110 |
|
|
|
1,429,180 |
|
|
|
4,929,290 |
|
|
Los Cabos |
|
|
978,406 |
|
|
|
1,823,685 |
|
|
|
2,802,091 |
|
|
|
607,837 |
|
|
|
909,591 |
|
|
|
1,517,428 |
|
|
|
1,030,399 |
|
|
|
1,747,703 |
|
|
|
2,778,102 |
|
|
Puerto Vallarta |
|
|
947,766 |
|
|
|
1,568,811 |
|
|
|
2,516,577 |
|
|
|
480,571 |
|
|
|
761,136 |
|
|
|
1,241,707 |
|
|
|
936,684 |
|
|
|
1,135,726 |
|
|
|
2,072,410 |
|
|
Guanajuato |
|
|
1,041,187 |
|
|
|
326,737 |
|
|
|
1,367,924 |
|
|
|
534,113 |
|
|
|
156,043 |
|
|
|
690,156 |
|
|
|
754,185 |
|
|
|
297,463 |
|
|
|
1,051,648 |
|
|
Hermosillo |
|
|
924,069 |
|
|
|
21,994 |
|
|
|
946,063 |
|
|
|
484,609 |
|
|
|
12,691 |
|
|
|
497,300 |
|
|
|
762,514 |
|
|
|
25,257 |
|
|
|
787,771 |
|
|
Mexicali |
|
|
612,589 |
|
|
|
845 |
|
|
|
613,434 |
|
|
|
354,610 |
|
|
|
439 |
|
|
|
355,049 |
|
|
|
590,741 |
|
|
|
536 |
|
|
|
591,277 |
|
|
Morelia |
|
|
245,372 |
|
|
|
200,524 |
|
|
|
445,896 |
|
|
|
195,120 |
|
|
|
121,375 |
|
|
|
316,495 |
|
|
|
266,538 |
|
|
|
200,451 |
|
|
|
466,989 |
|
|
La Paz |
|
|
497,795 |
|
|
|
1,290 |
|
|
|
499,085 |
|
|
|
284,012 |
|
|
|
1,311 |
|
|
|
285,323 |
|
|
|
450,359 |
|
|
|
5,162 |
|
|
|
455,521 |
|
|
Aguascalientes |
|
|
332,207 |
|
|
|
96,591 |
|
|
|
428,798 |
|
|
|
182,752 |
|
|
|
55,513 |
|
|
|
238,265 |
|
|
|
301,399 |
|
|
|
94,479 |
|
|
|
395,878 |
|
|
Los Mochis |
|
|
193,362 |
|
|
|
342 |
|
|
|
193,704 |
|
|
|
105,308 |
|
|
|
277 |
|
|
|
105,585 |
|
|
|
178,925 |
|
|
|
603 |
|
|
|
179,528 |
|
|
Manzanillo |
|
|
54,413 |
|
|
|
33,812 |
|
|
|
88,225 |
|
|
|
27,815 |
|
|
|
14,147 |
|
|
|
41,962 |
|
|
|
47,317 |
|
|
|
20,833 |
|
|
|
68,150 |
|
|
Total |
|
|
14,077,592 |
|
|
|
7,742,129 |
|
|
|
21,819,721 |
|
|
|
8,511,856 |
|
|
|
3,994,635 |
|
|
|
12,506,491 |
|
|
|
13,127,594 |
|
|
|
6,710,849 |
|
|
|
19,838,443 |
|
The following table shows the passengers who used the CBX facilities to travel from the United States to Mexico and vice versa, who are reported as international passengers in the Tijuana airport.
|
|
|
Year ended December 31, |
|
|||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||
|
CBX/Tijuana |
|
|
1,319,275 |
|
|
|
819,352 |
|
|
|
1,326,384 |
|
|
Tijuana/CBX |
|
|
1,578,628 |
|
|
|
886,394 |
|
|
|
1,427,905 |
|
|
Total |
|
|
2,897,903 |
|
|
|
1,705,746 |
|
|
|
2,754,289 |
|
The following table sets forth the air traffic movement capacity of each of our Mexican airports as of December 31, 2021:
Capacity by Mexican Airport in 2021
|
|
|
Peak air traffic movements per hour (1) |
|
Runway capacity (2) |
|
Guadalajara |
|
50 |
|
39 |
|
Tijuana |
|
27 |
|
36 |
|
Los Cabos |
|
52 |
|
42 |
|
Puerto Vallarta |
|
46 |
|
38 |
|
Hermosillo |
|
21 |
|
33 |
|
Guanajuato |
|
15 |
|
18 |
|
La Paz |
|
13 |
|
14 |
|
Mexicali |
|
11 |
|
14 |
|
Aguascalientes |
|
10 |
|
14 |
|
Morelia |
|
10 |
|
13 |
|
Los Mochis |
|
12 |
|
16 |
|
Manzanillo |
|
8 |
|
17 |
|
(1) |
Represents the greatest number of air traffic movements in a single hour during the year. Includes commercial and general aviation operations (demand). |
|
(2) |
Air traffic movements per hour (capacity). |
47
The following table sets forth the air traffic movements for each of our Mexican airports for the years indicated:
Air Traffic Movements by Mexican Airport (1)
|
|
|
For the year ended December 31, |
|
|||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||
|
Guadalajara |
|
|
179,689 |
|
|
|
123,650 |
|
|
|
149,487 |
|
|
Tijuana |
|
|
69,626 |
|
|
|
60,249 |
|
|
|
78,407 |
|
|
Los Cabos |
|
|
51,718 |
|
|
|
38,742 |
|
|
|
64,343 |
|
|
Puerto Vallarta |
|
|
56,526 |
|
|
|
41,044 |
|
|
|
59,929 |
|
|
Guanajuato |
|
|
37,346 |
|
|
|
20,903 |
|
|
|
29,026 |
|
|
Hermosillo |
|
|
40,221 |
|
|
|
29,981 |
|
|
|
36,480 |
|
|
Mexicali |
|
|
11,793 |
|
|
|
8,315 |
|
|
|
11,100 |
|
|
Morelia |
|
|
13,771 |
|
|
|
9,660 |
|
|
|
12,334 |
|
|
La Paz |
|
|
17,436 |
|
|
|
13,051 |
|
|
|
19,266 |
|
|
Aguascalientes |
|
|
16,433 |
|
|
|
10,008 |
|
|
|
13,925 |
|
|
Los Mochis |
|
|
10,991 |
|
|
|
7,847 |
|
|
|
9,872 |
|
|
Manzanillo |
|
|
5,435 |
|
|
|
4,275 |
|
|
|
5,169 |
|
|
Total |
|
|
510,985 |
|
|
|
367,725 |
|
|
|
489,338 |
|
|
(1) |
Includes departures and arrivals. |
The following table sets forth the average number of passengers per air traffic movement for each of our Mexican airports for the years indicated:
Average Passengers per Air Traffic Movement by Mexican Airport (1)
|
|
|
Year ended December 31, |
|
|||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||
|
Guadalajara |
|
|
82.62 |
|
|
|
65.71 |
|
|
|
81.90 |
|
|
Tijuana |
|
|
128.20 |
|
|
|
104.84 |
|
|
|
123.43 |
|
|
Los Cabos |
|
|
108.46 |
|
|
|
79.09 |
|
|
|
86.25 |
|
|
Puerto Vallarta |
|
|
89.37 |
|
|
|
61.79 |
|
|
|
68.75 |
|
|
Guanajuato |
|
|
73.79 |
|
|
|
66.39 |
|
|
|
73.00 |
|
|
Hermosillo |
|
|
46.59 |
|
|
|
32.83 |
|
|
|
42.76 |
|
|
Mexicali |
|
|
101.65 |
|
|
|
83.37 |
|
|
|
98.56 |
|
|
Morelia |
|
|
65.19 |
|
|
|
65.35 |
|
|
|
76.79 |
|
|
La Paz |
|
|
57.82 |
|
|
|
43.92 |
|
|
|
47.75 |
|
|
Aguascalientes |
|
|
52.24 |
|
|
|
47.52 |
|
|
|
56.98 |
|
|
Los Mochis |
|
|
35.60 |
|
|
|
27.23 |
|
|
|
37.25 |
|
|
Manzanillo |
|
|
32.15 |
|
|
|
20.17 |
|
|
|
25.79 |
|
|
Average |
|
|
85.31 |
|
|
|
68.22 |
|
|
|
80.77 |
|
|
(1) |
Includes number of total passengers within the total number of air traffic movements. |
The following table sets forth the air traffic movements in our Mexican airports for the years indicated in terms of commercial, charter and general aviation:
Air Traffic Movements in Mexican Airports by Aviation Category (1)
|
|
|
Year ended December 31, |
|
|||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|||
|
Commercial aviation |
|
|
381,065 |
|
|
|
257,135 |
|
|
|
364,208 |
|
|
Charter aviation |
|
|
20,281 |
|
|
|
18,154 |
|
|
|
23,895 |
|
|
General aviation and other |
|
|
109,639 |
|
|
|
92,436 |
|
|
|
101,235 |
|
|
Total |
|
|
510,985 |
|
|
|
367,725 |
|
|
|
489,338 |
|
|
(1) |
Includes departures and landings for all twelve Mexican airports. |
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Guadalajara International Airport
Guadalajara International Airport is our most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues.
In 2021, Guadalajara International Airport was the third busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 12.2 million terminal passengers, accounting for approximately 31.0% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 69.8% of the terminal passengers served were domestic passengers and 30.2% were international passengers. Of the airport’s international passengers, we estimate that a significant portion is comprised of Mexicans living in the United States visiting Guadalajara. This airport also serves many business travelers traveling to and from Guadalajara. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Guadalajara International Airport is located approximately 20 kilometers from the city of Guadalajara, which has a population (including its suburbs) of approximately 5.3 million inhabitants. Guadalajara is Mexico’s second largest city in terms of population and is the capital of the state of Jalisco, the country’s second largest state in terms of population. As a major hub for the Mexican national highway system, the city of Guadalajara is an important center for both ground and air transportation. Other major cities in the state of Jalisco include Puerto Vallarta and Lagos de Moreno. Jalisco is an important agricultural producer, making Guadalajara an important center for agricultural commerce. The state is an important contributor to Mexico’s maquiladora industry, most notably in the electronic, computer equipment and clothing industries. The maquiladora industry in Jalisco grew significantly in the 1990’s as maquiladoras moved away from the U.S.-Mexico border seeking lower labor costs and a more diverse labor pool.
A total of 12 airlines operate at the airport, of which the principal airlines are Volaris, VivaAerobus and Aeromexico Group. The main non-Mexican airlines operating at the airport are American, United, Alaska and Delta. Airlines operating at the airport reach 57 destinations. Of these destinations, Mexico City, Tijuana, Cancun and Los Angeles are the most popular.
Guadalajara International Airport operates 24 hours daily. The airport has two operating runways, one with a length of 4,005 meters and a full parallel taxiway and the other with a length of 1,800 meters, with a threshold displacement of 300 meters at the runway, which permits a landing distance of 1,500 meters. The runway capacity at this airport is 39 air traffic movements per hour. The airport also has an Instrument Landing System (“ILS”) that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 73,000 square meters, as well as parking facilities consisting of an additional 68,000 square meters. The general aviation building has an additional 975 square meters. The commercial terminal has 31 gates and 37 remote boarding positions. Of the international gates, four have air bridges, and of the domestic gates, eight have air bridges. In 2021, approximately 197.2 thousand metric tons of cargo were transported through the airport.
In 2021, we began a multi-year air-side infrastructure expansion which includes the construction of a second runway and corresponding taxiways. This expansion will increase our runway capacity by approximately 50.0%. This air-side expansion includes the construction of more than 729 thousand square meters of runway, taxiways, apron, and service roads. We are also continuing with the construction of the General Aviation Apron which is approximately 181 thousand square meters.
We have also continued to take significant steps to modernize and expand Guadalajara International Airport in order to improve its operations and image. These steps have included the improvement of the airport’s main commercial terminal, including the modernization of restrooms, hallways, and gate areas. During 2021, we also redesigned the layout of the boarding lounges. This new layout also includes a food and beverage unit located on the terrace, where passengers will be able to be outdoors while they wait to board their flight. This refurbishment began during the fourth quarter of the 2021.
We directly operate one VIP lounge in the Guadalajara airport in the domestic departures area. In 2020, we added 783 square meters of space to this VIP Lounge, and it is the only lounge in the airport that has its own security checkpoint.
In 2019 we finalized the executive design of a new mixed-use development; this new area will include an expansion of the existing terminal building, new commercial areas, an office tower with 9,500 square meters of gross leasable area and a business class hotel with 180 rooms. The building will be connected to the current terminal through the landside and will provide arriving passengers with a wide variety of services. The construction of this area began in 2021. We expect the development to be completed by 2023.
During 2021, we also began planning an expansion of the airside terminal. A terrace with food and beverage services will be developed and will include fast food, coffee shops, a bar and casual dining options. We anticipate this expansion will begin operating during 2023.
Negotiations with hangar tenants took place during the fourth quarter of 2021, and they agreed that during 2022, the private aviation hangers will be relocated to a new area in order to leave the current area empty to allow for expansion of the terminal.
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In 2021, approximately 19.2% of the sum of our aeronautical and non-aeronautical revenues generated at Guadalajara International Airport was derived from non-aeronautical revenues.
A portion of the land on which Guadalajara International Airport is located was expropriated by the Mexican federal government in 1975 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”
Tijuana International Airport
Tijuana International Airport is our second most important Mexican airport in terms of passenger traffic and air traffic movements, and third in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Tijuana International Airport was the fourth busiest airport in Mexico in terms of commercial aviation traffic, according to the SCT. In 2021, it served a total of 9.7 million terminal passengers, accounting for approximately 24.5% of our Mexican airports’ terminal passenger traffic. Approximately 99.7% of the terminal passengers served were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is therefore a popular entry point to the United States for Mexican and American travelers, the airport’s passenger traffic and results of operations are affected by Mexican and U.S. economic conditions.
Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including the municipalities of Ensenada, Tecate and Rosarito. With a population of approximately 1.9 million, Tijuana is the largest city in the state. Currently, the state of Baja California is the second largest maquiladora center in Mexico, according to INEGI data on workforce by industry. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (which is located approximately 30 kilometers from Tijuana International Airport) and other areas of southern California, particularly Los Angeles.
In December 2015, we inaugurated the international bridge between our Tijuana airport and the U.S. border, or CBX. This bridge allows passengers to cross directly to the United States using a pathway between the airport and the international border, facilitating transfers between the United States and Mexico for travelers holding a boarding pass to all flights departing from or arriving in Tijuana, and reducing connection and waiting times at both the San Isidro and Otay Mesa border crossings. The Mexican border authority’s services are located in the Tijuana airport, and the corresponding U.S. services are located on the premises of the CBX terminal on the north side of the border. The use of this facility is limited to passengers traveling through the airport upon presentation of a boarding pass but is not subject to additional charges as it is part of the services offered by the Tijuana airport, which are included in the passenger charges. Passengers using the bridge from or to Tijuana may also be subject to toll charges levied by Otay-Tijuana Venture, L.L.C. (“OTV”), the bridge operator on the U.S. side. We estimate that up to 45% of Tijuana’s passengers have a final destination or origin in the U.S., and consequently a significant portion of the passengers at the airport are users of the CBX. Due to its convenience for U.S. residents in the area, the CBX is also increasing the overall number of passengers using the airport. During 2021, the CBX served 2.8 million passengers, approximately 28.5% of the Tijuana airport’s total passengers. For more information see “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”
A total of five airlines operate at the airport, of which the principal airlines are Volaris and VivaAerobus. Airlines operating at this airport provide service to 35 destinations. Of these destinations, Mexico City, Guadalajara and Culiacan are the most popular.
Tijuana International Airport currently operates twenty-two hours daily between the hours of 4:00 a.m. and 2:00 a.m the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 2,959 meters and a full parallel taxiway. The runway capacity at this airport is 36 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. It has 18 gates serving both domestic and international travelers and 11 remote boarding positions. Of the 18 gates, 10 have air bridges. In 2021, approximately 4,590 thousand metric tons of cargo were transported through the airport.
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During 2019 we performed a complete refurbishment of the land-side food court and all the commercial units for which bids were received and began operating.
During 2020, we began an expansion of the Tijuana airport parking facilities. The expansion began at the pension parking lot and is expected to conclude during the next two years with the public parking lot. In 2021, we took advantage of the availability of parking spaces for pensioners to offer users a long-term parking lot, which has 300 parking spaces. However, due to high demand, a parking lot exclusively for long-term parking will be built.
During 2021, a bid for a car rental booth was released and Alamo submitted the winning bid. The construction of a new car rental lot was finished and the areas were awarded to rental car companies already operating in the Tijuana airport.
During 2021, we continued the expansion of the Tijuana airport with the construction of a new terminal building located east of the existing airport facilities. This new terminal building will increase the airport capacity and facilitate the flow of the Tijuana airport passengers who cross the border between United States and Mexico using the Cross Border Xpress (CBX), with more than 40 thousand square meters (an increase of 82% as compared to the current infrastructure facility). The addition also includes 10 security filters, 32 check in counters and 2 remote boarding gates. This new terminal has been designed to be easily expandable when capacity increases are required, without causing disruption in day-to-day operations, and will maintain separate passenger flows for domestic and international passengers. This expansion will be completed according to a multiannual plan and is expected to be completed in 2022. We also began the pavement renovations on the runway and the taxiways.
Also in 2021, we began the planning phase for the construction of a mixed-use development. This mixed-use building will be connected to the new terminal processor building through bridges and will provide a wide variety of services to arriving passengers, including food and beverage services, travel retail shops, car rental offices, airline offices, and a hotel.
In 2021, approximately 18.2% of the sum of our aeronautical and non-aeronautical revenues generated at Tijuana International Airport was derived from non-aeronautical revenues.
A portion of the land on which Tijuana International Airport is sited was expropriated by the Mexican federal government in 1970 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”
Los Cabos International Airport
Los Cabos International Airport is our third most important Mexican airport in terms of passenger traffic, third in terms of air traffic movements and second in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 5.5 million terminal passengers, accounting for approximately 14.0% of our Mexican airports’ terminal passenger traffic of whom approximately 63.6% were international passengers.
The airport serves primarily tourists visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur. Los Cabos International Airport is located approximately thirteen kilometers from the city of San Jose del Cabo, in the state of Baja California Sur. According to the Mexican Ministry of Tourism, 1.7 million international tourists visited Los Cabos (San Jose del Cabo and the nearby city of Cabo San Lucas) by air in 2021. Visitors to this area are generally affluent and include golfers who enjoy world-class courses, as well as sport fishing and diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters.
A total of 17 airlines operate at the airport, of which the principal airlines are American, Alaska, United, VivaAerobus and Volaris. Airlines operating at this airport provide service to 37 destinations. Of these destinations, Mexico City, Los Angeles, Guadalajara and Dallas are the most popular. In addition to these routes, Los Cabos receives flights from the John F. Kennedy International Airport operated by American Airlines, JetBlue, and Delta Airlines.
Los Cabos International Airport currently operates 14 hours daily between 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,005 meters, and a full parallel taxiway to the runway. The runway capacity at this airport is 42 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals. Terminal 1 occupies approximately 14,600 square meters and Terminal 2 occupies approximately 38,000 square meters. In addition, the airport has a general aviation and an FBO terminal. The airport has 22 gates (eight in Terminal 1 and fourteen in Terminal 2), including four gates with air bridges, and eighteen remote boarding positions.
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During 2021, we continued to work on the expansion and renovation of the Los Cabos airport terminals. The main objective of this important expansion is to consolidate Terminal 2 and Terminal 3 as a single terminal, increasing the airport capacity and maximizing the commercial revenue. This expansion represents more than19 thousand square meters (an increase of 37%), and over 15 thousand square meters of renovation. The expansion will also add, 10 new remote boarding gates and 5 new boarding gates with passenger boarding bridges. The expansion will increase capacity in security filters, boarding lounges, immigration, and baggage-reclaim areas, among other functional areas of the terminal-building complex. This expansion will be completed according to a multiannual plan and is expected to be concluded in 2022. We also began an expansion and renovation of the General Aviation apron. This expansion will approximately double increase the General Aviation apron capacity.
Currently, we operate approximately 5,500 square meters of commercial space at the Los Cabos International Airport; this space includes two VIP lounges and five convenience stores. During 2021, the domestic VIP Lounge at Terminal 1 was remodeled to create a better experience for our domestic passengers.
During 2019, we improved the commercial layout of the international terminal to maximize sales per passenger through a new commercial mix. In 2020, we began the refurbishment and expansion of the international boarding lounge. The first stage was to build the food court and the escalator that leads to the remote boarding gates lounge where additional commercial offerings are available. This expansion is expected to be concluded at the beginning of 2023. As a result, the commercial space of this terminal will increase approximately 60%. During 2019, we solicited bids for ten food and beverage service commercial units. As a result of the selection process, brands such as Panda Express, Subway, Sbarro, Carl's Junior, Pacific Grill, Tequila Patron, STK, The Coffee Bean and Starbucks are being incorporated. During 2021, construction of the units awarded as result of the bid process continued and the STK, Tequila Bar and a new food court started operations.
During the third quarter of 2021, we solicited bids for the retail areas and brands such as El Market Mexico, Beach House, Check Pharmacy, Argan, Satinova, Rumbo los Cabos, Corona, Clase Azul, among others, will begin operations during the first half of 2022.
A bid for a car rental booth was solicited and FOX submitted the winning bid.
In 2021, approximately 29.5% of the sum of our aeronautical and non-aeronautical revenues generated at Los Cabos International Airport was derived from non-aeronautical revenues (of which 95.7% came from commercial activities, the highest such percentage among our airports).
Puerto Vallarta International Airport
Puerto Vallarta International Airport is our fourth most important Mexican airport in terms of passenger traffic, third in air traffic movements and fourth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 4.1 million terminal passengers, accounting for 10.4% of our Mexican airports’ terminal passenger traffic. During 2021, 55.1% of these terminal passengers were international passengers and 44.9% were domestic passengers.
Puerto Vallarta International Airport is located on the Pacific coast in the state of Jalisco. The airport primarily serves foreign tourists and is also a popular tourist destination within Mexico. Puerto Vallarta’s tourist attractions include the natural beauty of the Bay of Banderas, the area’s many beaches and abundant marine wildlife. Puerto Vallarta is a mature tourist destination, and the completion of new resort areas including hotels and golf courses in the areas known as Nuevo Vallarta and Punta Mita is expected to bring more tourists to the area in subsequent years.
A total of 20 airlines operate at the airport, of which the principal airlines are American, United, Aeromexico, Volaris and VivaAerobus. Airlines operating at this airport provide service to 46 destinations. Of these destinations, the most popular are Mexico City, Los Angeles, Monterrey and Dallas.
Puerto Vallarta International Airport operates 24 hours daily. The airport has one runway with a length of 3,105 meters as well as a parallel taxiway. This airport has one main commercial terminal, an FBO terminal and a general aviation building. The airport has 19 gates, of which five serve domestic flights and 14 serve international flights, nine remote boarding positions and 11 air bridges.
An invitation for bids for four commercial spaces in the international terminal was made and brands such as Xocodiva, Check and New Era (two locations) submitted the winning bids. The contract for the international terminal food court was renewed with improved economic conditions.
The passenger flow through the domestic and international lounges requires a wider hall. Therefore, during the second half of 2021, we began a feasibility study to remodel the food court located in the domestic lounge area to allow necessary expansion of the hall.
Puerto Vallarta Airport is undergoing taxiways, runway and apron pavement renovation. This renovation will be completed in accordance with a multi-year plan and is expected to be finished in 2022.
52
In 2021, approximately 22.6% of the sum of our aeronautical and non-aeronautical revenues generated at our Puerto Vallarta airport was derived from non-aeronautical revenues (of which 95.0% came from commercial activities).
Guanajuato International Airport
Guanajuato International Airport is our fifth most important Mexican airport in terms of passenger traffic, sixth in air traffic movements and fifth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Guanajuato International Airport was the eighth busiest airports in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 2.1 million terminal passengers, accounting for approximately 5.4% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 70.2% of the terminal passengers served were domestic passengers.
Guanajuato International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 6.2 million people according to the Mexican National Population Council and is located in Mexico’s Bajio region, best known for its rich colonial history, agricultural sector and manufacturing industry. General Motors, Honda, Kia, Mazda and Toyota have assembly plants in Guanajuato. In addition, several automobile parts manufacturers are located in Guanajuato. The local government is developing a “dry dock”, or truck loading service terminal, near the airport that we believe will increase cargo demand.
Approximately 1.7 metric tons of cargo passed through the airport in 2021.
A total of six airlines operate at the airport, of which the principal airlines are Volaris, VivaAerobus, Aeromexico Group, and United Airlines operating at this airport provide service to 18 destinations. Of these destinations Tijuana, Cancun and Mexico City are the most popular.
Guanajuato International Airport operates 20 hours daily between 4:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,501 meters. The runway capacity at this airport is 18 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with seven gates, five remote boarding positions and three air bridges.
New commercial areas and a remodeled and expanded VIP Lounge began operations in 2020, and in 2021, the VIP Lounge opened its own security checkpoint.
During 2019, we expanded our Guanajuato airport parking facilities by 35%. In addition during 2022, we will begin the construction of a new low-cost public parking lot with more than 500 parking spaces.
An invitation to bid for a commercial space was made, and New Era submitted the winning bid and began operations in the landside lounge of the terminal.
During 2021, negotiations with stakeholders for installing a gas station and a convenience store took place. These new businesses are expected to begin operations during the first half of 2022.
In 2021, approximately 18.8% of the sum of our aeronautical and non-aeronautical revenues generated at Guanajuato International Airport was derived from non-aeronautical revenues.
Hermosillo International Airport
Hermosillo International Airport is our sixth most important Mexican airport in terms of passenger traffic, fifth in terms of air traffic movements and sixth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Hermosillo International Airport was the eleventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served approximately 1.6 million terminal passengers, accounting for approximately 3.9% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 93.5% of the terminal passengers served were domestic passengers. Many of the airport’s passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Tijuana, Guadalajara and Monterrey. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 1.0 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers south of the border town of Nogales and 130 kilometers east of the Gulf of California. The airport is located approximately thirteen kilometers west of the city of Hermosillo. The airport is an important hub in a primarily agricultural
53
and industrial region. Approximately 12.5 thousand metric tons of cargo passed through the airport in 2021. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.
A total of six airlines operate at the airport, of which the principal airlines are Volaris, VivaAerobus and Aeromexico Group. Airlines operating at this airport provide service to 17 destinations. Of these destinations, Mexico City, Guadalajara, Tijuana and Monterrey are the most popular.
Hermosillo International Airport operates 18 hours daily between 7:00 a.m. and 1:00 am the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters and the other, a private aircraft runway that is not currently operating due to commercial considerations, with a length of 1,100 meters. Runway capacity at this airport is 33 air traffic movements per hour. The airport has nine gates, ten remote boarding positions and two air bridges, it includes both a commercial aviation building and a general aviation building for small private aircraft.
As part of our business strategy, in recent years we changed the profile and category of services of almost all of the stores at Hermosillo International Airport to stores with greater brand recognition. In 2019, we solicited bids for a new restaurant with approximately 200 square meters of surface area located in the waiting lounge, beginning operations in 2019. During 2020 and 2021, federal area access contracts were given to six companies, including Estafeta, DHL and TUM logistics.
In 2021, two commercial contracts were awarded; one for an electronics and cellphone accessories store and the other was awarded to a local brand of handcrafts and handmade jewellery.
The Aeromarket convenience store operations at the Hermosillo airport are now directly operated by us once again as of the end of 2021.
In 2021, approximately 17.0% of the sum of our aeronautical and non-aeronautical revenues generated at Hermosillo International Airport was derived from non-aeronautical revenues.
Mexicali International Airport
Mexicali International Airport is our seventh most important Mexican airport in terms of passenger traffic, tenth in terms of air traffic movements and eighth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Mexicali International Airport was the seventeenth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. In 2021, it served 1.1 million terminal passengers, accounting for approximately 2.8% of our Mexican airports’ terminal passenger traffic.
During 2021, approximately 99.5% of the terminal passengers served by this airport were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Mexicali International Airport serves the city of Mexicali, in the Mexican state of Baja California, as well as the U.S. cities of Yuma, Arizona and Calexico, California. The city of Mexicali is located along the U.S.-Mexico border approximately 150 kilometers east of Tijuana and 80 kilometers west of Yuma, Arizona. Manufacturing forms the basis of the area’s economy, most notably in the form of maquiladora factories, which have proliferated along the California-Baja California border.
A total of four airlines operate at the airport, of which the principal airlines are Volaris and Aeromexico Group. Airlines operating at this airport provide service to eight destinations. Of these destinations, Guadalajara, Mexico City, and Culiacan are the most popular.
Mexicali International Airport operates nineteen hours daily between 6:00 a.m. and 1:00 a.m. the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,601 meters in length, as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is 14 air traffic movements per hour. The main commercial terminal has four gates and five remote boarding positions.
Car rental services began operating at the Mexicali airport during the first quarter of 2019, as a result of a bid process.
During 2021 the brand, New Era, was awarded a commercial contract and will begin operations during the first quarter of 2022.
During 2019, we concluded the expansion of the parking facilities at our Mexicali airport. The expansion increased existing facilities by 82%. In 2022, we expect to begin construction of two new low cost public parking lots, which will have more than 500 parking spaces.
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In 2021, approximately 21.9% of the sum of our aeronautical and non-aeronautical revenues generated at Mexicali International Airport was derived from non-aeronautical revenues.
Morelia International Airport
Morelia International Airport is our eighth most important Mexican airport in terms of passenger traffic, ninth in terms of air traffic movements and seventh in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Morelia International Airport was the ninth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 947.1 thousand terminal passengers, accounting for approximately 2.4% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 57.1% of the terminal passengers served by this airport were domestic passengers.
Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacan, which has a population of approximately 4.8 million according to the Mexican National Population Council. Michoacan’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).
A total of five airlines operate at the airport, of which the principal airlines are Volaris, VivaAerobus and American. Airlines operating at this airport provide service to 12 destinations. Of these destinations, Tijuana, Chicago Midway and Dallas Fort-Worth are the most popular.
Morelia International Airport operates 24 hours a day. The airport has one runway with a length of 3,408 meters and a single main terminal building. The runway capacity at this airport is 13 air traffic movements per hour. The airport has four gates and eight remote boarding positions.
In 2019, we concluded a terminal expansion and renovation which increased the boarding lounge by 200 square meters, added two boarding gates, and included a renovated and expanded security checkpoint with additional security lines, X-ray equipment and waiting areas. The commercial area grew by 16% in 2019 as compared with 2018. During 2019, bids were requested for the operation of a commercial space at the airport. During the first quarter of 2020, a regional brand that commercializes candies and souvenirs was awarded. The company began operations during the second quarter of 2020. In addition, a food and beverage unit began operations during the first quarter 2020, after being refurbished due to the expansion of the boarding lounge. During 2021, the Mis Tequilas store began to operate at the airport.
The Aeromarket convenience store operations at the Morelia airport are now directly operated by us once again as of the end of 2021.
In 2021, approximately 11.9% of the sum of our aeronautical and non-aeronautical revenues generated at Morelia International Airport was derived from non-aeronautical revenues.
La Paz International Airport
La Paz International Airport is our ninth most important Mexican airport in terms of passenger traffic, seventh in air traffic movements and ninth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, La Paz International Airport was the twenty-first busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 920.0 thousand terminal passengers, accounting for approximately 2.3% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 98.0% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
La Paz International Airport serves the city of La Paz, located along the coast of the Gulf of California in the state of Baja California Sur, of which La Paz is the capital. Eco-tourism is a growing industry in La Paz due to the abundance of marine life found in the Gulf of California.
A total of seven airlines operate at the airport, of which the principal airlines are Volaris, VivaAerobus and Aeromexico Group. Airlines operating at this airport provide service to 14 destinations. Of these destinations, Mexico City, Guadalajara and Tijuana are the most popular.
La Paz International Airport operates 16 hours daily between 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters in length and a single main commercial terminal. The runway capacity at this airport is 14 air traffic movements per hour. It also has four gates and nine remote boarding positions.
During 2019 we opened a new 70 square meter VIP Lounge. During 2021 the brand, New Era, was awarded a commercial contract and started operations during the first quarter of 2022.
The Aeromarket convenience store operations at the La Paz airport are now directly operated by us once again as of the end of 2021.
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In 2021, approximately 14.3% of the sum of our aeronautical and non-aeronautical revenues generated at La Paz International Airport was derived from non-aeronautical revenues.
Aguascalientes International Airport
Aguascalientes International Airport is our tenth most important Mexican airport in terms of passenger traffic, eighth in air traffic movements and tenth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Aguascalientes International Airport was the twenty-third busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 0.8 thousand terminal passengers, accounting for approximately 2.0% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 73.5% of the terminal passengers served were domestic passengers. Because the airport passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, which is located roughly 513 kilometers northwest of Mexico City. Manufacturing forms the basis of the region’s economy. One of Nissan’s main manufacturing plants in Mexico is located in the city of Aguascalientes.
A total of eight airlines operate at the airport, of which the principal airlines are Volaris, Aeromexico Group and American. Airlines operating at this airport provide service to nine destinations. Of these destinations Mexico City, Tijuana, Cancun and Dallas are the most popular.
Aguascalientes International Airport operates 18 hours daily between 6:00 a.m. and 12:00 a.m. (midnight). However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. It has one runway, measuring 3,006 meters in length and a single main commercial terminal. The runway capacity at this airport is 14 air traffic movements per hour. The airport has four gates and five remote boarding locations.
In 2019, we concluded the terminal expansion and renovation. The project increased the boarding lounge capacity and surface area, with two additional boarding gates, and included a renovated security checkpoint. In 2020, the commercial area increased by 27% compared with 2019, and we opened a new VIP Lounge with 1,300 square meters of space. During 2020, we completed the runway renovation at Aguascalientes International Airport.
During 2021, the “Mis Tequilas” store was awarded a commercial contract and will begin operations during the second quarter of 2022.
In 2021, approximately 19.0% of the sum of our aeronautical and non-aeronautical revenues generated at Aguascalientes International Airport was derived from non-aeronautical revenues.
Los Mochis International Airport
Los Mochis International Airport is our eleventh most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Los Mochis International Airport was the thirty-seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2021, it served 367.7 thousand terminal passengers, accounting for approximately 0.9% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 97.4% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. The area’s sport fishing and hunting attract both Mexican and foreign visitors.
A total of four airlines operate at the airport: Volaris, VivaAerobus and Aeromexico Group. Airlines operating at this airport provide service to seven destinations, of which Mexico City, Tijuana and Guadalajara are the most popular.
Los Mochis International Airport operates 14 hours daily between 8:00 a.m. and 10:00 p.m. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,007 meters in length as well as a single main commercial terminal. The runway capacity at this airport is 16 air traffic movements per hour. The airport has three gates and eight remote boarding positions.
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In 2021, approximately 14.0% of the sum of our aeronautical and non-aeronautical revenues generated at Los Mochis International Airport was derived from non-aeronautical revenues.
Manzanillo International Airport
Manzanillo International Airport is our twelfth most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2021, Manzanillo International Airport was the forty-sixth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. During 2021, the airport served 133.3 thousand terminal passengers, accounting for approximately 0.3% of our Mexican airports’ terminal passenger traffic. During 2021, approximately 65.1% of the terminal passengers served were domestic passengers and 34.9% were international passengers.
Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the small Pacific coastal state of Colima. The city is located on the coast approximately 230 kilometers southeast of Puerto Vallarta and 520 kilometers northwest of Acapulco. The airport serves primarily tourists visiting coastal resorts in Colima and neighboring Jalisco. In recent years, passenger traffic at Manzanillo International Airport has remained stable despite the increased popularity of Puerto Vallarta and other tourist destinations due to a decline in investments in the tourism sector in Manzanillo.
A total of five airlines operate at this airport, of which the principal airlines are Aeromexico Group and Alaska Airlines. Some of the other airlines operate only during the high tourist season (November to April). The principal destinations served by airlines at this airport are Mexico City and Los Angeles.
Manzanillo International Airport operates 12 hours daily between 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,206 meters. The runway capacity at this airport is 17 air traffic movements per hour. The airport has three gates and eight remote boarding positions.
During 2019, in order to improve the passenger experience, we opened a new restaurant in the waiting lounge with approximately 150 square meters of surface area. During 2020, a commercial contract for handcraft and local souvenirs was awarded to an organization of Mexican artisans, increasing the retail/commercial offer of the terminal considerably. During the first quarter of 2021, a new commercial contract was awarded to a local handcrafts and souvenirs company.
In 2021, approximately 20.2% of the sum of our aeronautical and non-aeronautical revenues generated at Manzanillo International Airport was derived from non-aeronautical revenues.
Montego Bay International Airport
The Montego Bay International Airport is Jamaica’s main tourist airport. In 2021, the Montego Bay airport served 2.6 million terminal passengers, making it the third busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International. In 2021, 100.0% of the terminal passengers served were international passengers. Of the total passengers in 2021, 91.1% came from the United States, 4.1% came from Europe , 3.9% came from Canada and 0.9% from other countries.
Montego Bay International Airport serves as the primary gateway for international air travel to Jamaica, a major international tourist destination, by facilitating the transit of more than 70.0% of the tourists arriving on the island. In recent years, passenger traffic at Montego Bay International Airport has grown in conjunction with the increased traffic overall at the Kingston airport, which services mostly business and other traffic. The Jamaican government has discussed plans to build a third international commercial airport, most likely on the southern coast at Vernamfield, to meet the long-term requirements for the growth of air transport, which may impact passenger traffic in the medium and long term at the Montego Bay and Kingston airports.
A total of 21 international airlines operate at the airport, providing year-round and seasonal services. Our principal airlines are American Airlines, Southwest Airlines, Delta Airlines, and JetBlue. Airlines serving the Montego Bay airport provide service from over 35 airport destinations. Of these, Toronto, Charlotte, New York, Atlanta and Ft. Lauderdale are the most popular.
Montego Bay International Airport operates 18 hours daily between 6:00 a.m. and 12:00 a.m. (midnight). However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,653 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 6,000 square meters, as well as an additional 5,657 square meters of parking facilities. The general aviation building has an additional area of 300 square meters. The commercial terminal has 17 gates and 5 remote parking positions.
During 2020, we began expanding the terminal in our Montego Bay airport by 15%. This expansion is expected to be conclude during the first half of 2022 and includes a new food court and a VIP lounge.
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During the fourth quarter of 2019, bids for 29 commercial units were requested. A major refurbishment of the retail area was planned and will increase usable commercial space by 48%. During 2020, the duty-free contract was renegotiated. Refurbishment of the retail area began in March 2021 but has experienced some delays due to the pandemic. Eight new retail concepts have commenced operations. The main duty-free store will be expanded and totally refurbished and is expected to reopen during the second quarter of 2022.
Third parties operate a total of seven lounges in the Montego Bay airport (five hotel lounges and one general pay per use passenger lounge in the arrivals area and one general pay per use passenger lounge in the departures area). A concession agreement was signed with VIP Attractions T/A Club Mobay for operating the pay per use passenger lounges.
The following table sets forth revenues, passenger traffic and air traffic movement data for the Montego Bay airport in 2019, 2020 and 2021:
|
|
|
January 1 to December 31, 2019 |
|
January 1 to December 31, 2020 |
|
January 1 to December 31, 2021 |
|||
|
Revenues (in thousands of pesos): |
|
|
|
|
|
|
|
|
|
|
Sum of Aeronautical and Non-Aeronautical Revenues |
|
Ps. |
2,097,489 |
|
Ps. |
1,023,037 |
|
Ps. |
1,458,595 |
|
Passenger Traffic (in thousands): |
|
|
|
|
|
|
|
|
|
|
Terminal passengers |
|
|
4,690 |
|
|
1,611 |
|
|
2,582 |
|
International passengers |
|
|
4,681 |
|
|
1,610 |
|
|
2,582 |
|
Domestic passengers |
|
|
9 |
|
|
1 |
|
|
0 |
|
Transit passengers |
|
|
59 |
|
|
14 |
|
|
7 |
|
Air Traffic Movements (1) : |
|
|
|
|
|
|
|
|
|
|
Peak air traffic movements per hour (2) |
|
|
21 |
|
|
10 |
|
|
14 |
|
Runway capacity (3) |
|
|
33 |
|
|
33 |
|
|
33 |
|
Total air traffic movements (in thousands): |
|
|
43 |
|
|
19 |
|
|
28 |
|
Commercial aviation |
|
|
34 |
|
|
15 |
|
|
22 |
|
Charter aviation |
|
|
0 |
|
|
0 |
|
|
0 |
|
General aviation and other |
|
|
9 |
|
|
4 |
|
|
6 |
|
Average passengers per air traffic movement |
|
|
110 |
|
|
85 |
|
|
91 |
|
(1) |
Includes departures and landings. |
|
(2) |
Includes commercial and general aviation operations (demand). |
|
(3) |
Air traffic movements per hour (capacity). |
In 2019, 2020 and 2021, approximately 7.2 thousand, 3.9 thousand and 4.4 thousand metric tons of cargo, respectively, were transported through the airport.
Kingston International Airport
On October 10, 2019, we took control and began to operate NMIA in the city of Kingston, Jamaica. As a result of our taking over control of NMIA through our subsidiary, PACKAL, our summary consolidated financial and operating information for the fiscal year ended December 31, 2019 includes the consolidation of PACKAL financial and operating information for the period from October 10 to December 31, 2019. Therefore, financial and operating information related to the Kingston airport for the fiscal year ended December 31, 2019, may not be directly comparable with financial and operating information for prior and future fiscal years.
The passenger profile of the Kingston International Airport is business and Visiting Friends and Relatives (“VFR”). In 2021, the Kingston airport served 818.0 thousand terminal passengers, making it the seventh busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International.
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A total of nine international airlines operate at the airport, providing year-round and seasonal services. Kingston International Airport operates 18 hours daily between 6:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,716 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building.
The following table sets forth revenues, passenger traffic and air traffic movement data for the Kingston airport in 2019, 2020 and 2021:
|
|
October 10 to December 31, 2019 |
|
|
January 1 to December 31, 2020 |
|
|
January 1 to December 31, 2021 |
|
||||||
|
Revenues (in thousands of pesos): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sum of Aeronautical and Non-Aeronautical Revenues |
Ps. |
|
179,744 |
|
|
Ps. |
|
483,133 |
|
|
Ps. |
|
649,694 |
|
|
Passenger Traffic (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal passengers |
|
|
408.7 |
|
|
|
|
629.4 |
|
|
|
|
830.5 |
|
|
International passengers |
|
|
405.5 |
|
|
|
|
628.0 |
|
|
|
|
829.4 |
|
|
Domestic passengers |
|
|
3.2 |
|
|
|
|
1.4 |
|
|
|
|
1.2 |
|
|
Transit passengers |
|
|
2.9 |
|
|
|
|
2.9 |
|
|
|
|
1.1 |
|
|
Air Traffic Movements (1) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peak air traffic movements per hour (2) |
|
13 |
|
|
|
9 |
|
|
|
11 |
|
|||
|
Runway capacity (3) |
|
|
40 |
|
|
|
|
40 |
|
|
|
|
40 |
|
|
Total air traffic movements (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial aviation |
|
|
3.7 |
|
|
|
|
7.1 |
|
|
|
|
8.4 |
|
|
Charter aviation |
|
|
0.6 |
|
|
|
|
1.9 |
|
|
|
|
1.7 |
|
|
General aviation and other |
|
|
0.6 |
|
|
|
|
2.3 |
|
|
|
|
2.8 |
|
|
Average passengers per air traffic movement |
|
|
82.9 |
|
|
|
|
55.0 |
|
|
|
|
64.3 |
|
|
(1) |
Includes departures and landings. |
|
(2) |
Includes commercial and general aviation operations (demand). |
|
(3) |
Air traffic movements per hour (capacity). |
Non-Airport Subsidiaries
As a holding company, we manage each of our fourteen airports through an operating subsidiary. In addition to these airport subsidiaries, we also have four operating subsidiaries. These subsidiaries are (i) Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), (ii) Corporativo de Servicios Aeroportuarios, S.A. de C.V. (“CORSA”) and (iii) Puerta Cero Parking, S.A. de C.V. (“PCP”), and (iv) Aerocomercializadora del Pacífico, S.A. de C.V. (“ADP”). We also have a non-profit foundation, Fundación Grupo Aeroportuario del Pacífico, A.C. (“Fundación GAP”).
SIAP
SIAP was incorporated as a subsidiary in June 1998 to provide technical assistance and corporate services to our airport operating subsidiaries. SIAP was set up as part of the Mexican government’s privatization plan for the airports operated by us.
CORSA
CORSA was incorporated as a subsidiary on November 8, 2007 and began operations in January 2008. CORSA no longer provides services to our airport subsidiaries.
PCP
PCP was incorporated as a subsidiary on November 28, 2007 and began operations in January 2008. PCP operates our Mexican airport parking lots. PCP employs both unionized and non-unionized personnel.
ADP
We incorporated ADP as a subsidiary on February 14, 2018. ADP operates commercial business lines including VIP lounges and, convenience stores.
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Fundación GAP
We established this non-profit foundation in May 2013 with the aim of improving social welfare in the communities near our airports. The foundation’s focus is education. See “Item 4, Information on the Company – Business Overview – Corporate Social Responsibility – Community Initiatives and Philanthropic Efforts – Fundación GAP.”
Principal Customers
Principal Aeronautical Services Customers
Airline Customers
As of December 31, 2021, 19 international airlines and seven Mexican airlines operated passenger flights at our twelve Mexican airports. Volaris is our principal airline customer in terms of total passengers at our Mexican and airports, with VivaAerobus and Aeromexico Group accounting for the second and third largest number of total passengers. In 2019, 2020 and 2021 revenues from Volaris and the passengers it moved through our airports totaled Ps.3,270.9 million, Ps.2,620.9 million and Ps.4,353.8 million, respectively, of which Ps.2,963.3 million, Ps.2,386.3 million and Ps.3,982.6 million, respectively, were paid to the airports in the form of passenger charges, representing 24.6%, 24.7% and 25.5%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2019, 2020 and 2021. Revenues from VivaAerobus and the passengers they moved through our airports were Ps.737.4 million, Ps.721.5 million and Ps.1,328.0 million, in 2019, 2020 and 2021, respectively, of which Ps.672.3 million, Ps.661.0 million and Ps.1,219.9 million, respectively, were paid to the airports in the form of passenger charges. Such passenger charges represented 5.6%, 8.1% and 7.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2019, 2020 and 2021. Revenues from the Aeromexico Group and the passengers it moved through our airports were Ps.1,095.7 million, Ps.627.9 million and Ps.1,059.6 million, during 2019, 2020 and 2021, respectively, of which Ps.975.5 million, Ps.556.1 million and Ps.943.9 million, respectively, were paid to the airports for the passengers they moved in the form of passengers charges, representing 8.1%, 5.7% and 6.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2019, 2020 and 2021.
In 2019, revenues from American Airlines and the passengers it moved through the Montego Bay airport totals Ps.275.9 million, of which Ps.186.6 million was paid to MBJA in the form of passenger charges. In 2020, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.153.1 million, of which Ps.104.5 million was paid to MBJA in the form of passenger charges. In 2021, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.270.1 million, of which Ps.183.7 million was paid to MBJA in the form of passenger charges. In 2019, 2020 and 2021, revenues from American Airlines and its passengers represented 8.9%, 6.9% and 8.7%, respectively, of the sum of aeronautical and non-aeronautical revenues for the Montego Bay airport. However, passenger charges from American Airlines do not represent a significant portion of our total revenues across all airports. In 2019, 2020 and 2021 passenger charges collected by American Airlines at MBJA accounted for 1.1%, 0.9% and 1.0%, respectively, of total revenues in our airports (1.3%, 1.1% and 1.2%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2019, 2020 and 2021).
In 2020, revenues from JetBlue Airways Corporation and the passengers it moved through the Kingston airport totaled Ps.90.5 million, of which Ps.83.4 million was paid to NMIA in the form of passenger charges. In 2021, revenues from JetBlue Airways Corporation and the passengers it moved through the Kingston airport totaled Ps.189.5 million, of which Ps.128.8 million was paid to NMIA in the form of passenger charges. In 2021, revenues from JetBlue Airways Corporation and its passengers represented 29.2% of the sum of aeronautical and non-aeronautical revenues for the Kingston airport. However, passenger charges from JetBlue Airways Corporation do not represent a significant portion of our total revenues across all our airports.
See “Item 3, Risk Factors – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations control”, and “Item 5 – Developments related to the outbreak of COVID-19.”
In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earned revenues from aircraft landing and parking charges and the leasing of space to these airlines.
Mexican Aeronautical Services Agreement
As a result of certain disputes with our airline customers in Mexico, beginning in 2003 we entered into an agreement with the Mexican National Air Transportation Chamber of Commerce and the SCT pursuant to which we resolved certain existing disputes with our airline customers and entered into: (i) contracts governing charges for aeronautical services; (ii) lease contracts for property used by the airlines; and (iii) contracts governing collection of passenger charges. In March 2012, we renewed the agreement, which represented: (i) virtually all of the relevant contracts governing the collection of passenger charges; (ii) a substantial majority of the agreements for the leasing of space in our terminals; and (iii) a substantial majority of the contracts governing our aeronautical services. This contract expired on December 31, 2014. We continue to maintain a good relationship with the Mexican National Air Transportation Chamber of Commerce and the SCT following the expiration of the aeronautical services agreement.
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Complementary Services Customers
Our principal complementary services clients are our three principal providers of baggage handling services: Aveespress, S.A. de C.V. and Menzies Aviation, S.A. de C.V., which provided Ps.36.8 million and Ps.35.3 million, respectively, each in the form of access fees, in 2021. Our primary catering clients are Aerococina, S.A. de C.V. and Gate Gourmet & Maasa México, S. de R.L. de C.V., which respectively provided Ps.8.7 million and Ps.3.2 million of revenues in the form of access fees in 2021.
We receive a fee from our complementary services clients equivalent to 10% to 15% of their reported sales.
Principal Non-Aeronautical Services Customers
As of December 31, 2021, we were party to approximately 1,308 contracts – 3.3% more than the 1,266 contracts we were party to as of December 31, 2020 – with providers of commercial services in the commercial spaces in our Mexican airports, including retail store operators, duty-free store operators, food and beverage providers, timeshare developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, tourist information and promotion services. The increase in the number of contracts is due to the expansion of commercial areas at our Mexican airports, including new segments such as ground transportation and cargo. During 2021, we continued to provide certain discounts and benefits to our tenants due to the COVID-19 pandemic in order to provide them with liquidity to restart their operations after the lockdowns and to limit turnover of our commercial tenants at our airports.
Our largest commercial customers in terms of revenues paid to us were Dufry México, S.A. de C.V. (duty-free stores; Ps.324.5 million in 2021, Ps.177.7 million in 2020 and Ps.306.7 million in 2019), Aerocomidas, S.A. de C.V. (food and beverages; Ps.185.7 million in 2021, Ps.81.5 million in 2020 and Ps.138.7 million in 2019), Priority Pass, Inc. (VIP Lounge; Ps.208.7 million in 2021, Ps.137.4 million in 2020 and Ps.262.2 million in 2019), and Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental; Ps.106.0 million in 2021, Ps.69.7 million in 2020 and Ps.83.9 million in 2019). In Jamaica, MBJA’s largest commercial customers in terms of revenues paid to MBJA were Express Catering (food and beverages; U.S.$2.1 million in 2021, U.S.$4.4 million in 2020 and U.S.$3.4 million in 2019) and VIP Attractions Limited (passenger lounge; U.S.$1.6 million in 2021, U.S.$1.6 million in 2020 and U.S.$0.9 million in 2019). NMIA’s largest commercial customers in terms of revenues paid to NMIA were TM Traders Limited (duty-free; U.S.$2.1 million in 2021 and U.S.$1.6 million in 2020) and Island Car Rental Limited (car rental; U.S.$0.4 million in 2021 and U.S.$0.3 million in 2020).
Seasonality
Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, terrorism or threat of terrorism, weather, air traffic control delays, health crises and general economic conditions, as well as the other factors discussed above. As a result, our results of operations for a quarterly period are not necessarily indicative of results of operations for an entire year, and historical results of operations are not necessarily indicative of future results of operations.
Competition
Excluding our airports servicing tourist destinations, our airports generally are natural monopolies in the geographic areas that they serve and generally do not face significant competition. However, the Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of new airports or allow existing privately held domestic airports to become international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.
For instance, our Los Cabos airport may experience greater competition in the future from a small private airport near Cabo San Lucas. On November 4, 2009, this airport received authorization from the SCT to operate regular commercial routes for domestic and international flights. Consequently, we implemented commercial strategies to improve our level of service to ensure that we remain the best airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, to better serve the private aviation market, during 2021, we began remodeling our state-of-the-art Fixed Base of Operations in the Los Cabos airport to allow us to further increase our capacity, and we redesigned our fee structure to make our service more attractive.
ASA currently operates seven small airports in Mexico’s Pacific and Central regions. We believe that these airports collectively account for only a small fraction of the passenger traffic in these regions.
In 2014, the federal government announced plans to alleviate congestion at the Mexico City International Airport by building a new international airport in Texcoco with double the capacity of the current airport. In January 2019, the existing plan was cancelled, and plans were announced to replace it with two different airport infrastructure projects. Specifically, the Mexican government announced that it would seek to alleviate congestion at the existing airport by (i) converting a military air force base located in San Lucia, approximately 40 kilometers (24.9 miles) outside of Mexico City, into a commercial airport and (ii) expanding the Toluca International Airport, which is approximately 60 kilometers (37.3 miles) outside of Mexico City. The new Santa Lucia airport began operations in March 2022. There is still uncertainty about
61
what impact the project will have on the existing Mexico City International Airport. The timing and capacity expansion of the airport may impact our operations in the future.
In recent years, the Jamaican government has discussed plans to build a third international commercial airport in Jamaica, most likely on the southern coast at Vernamfield, to meet long-term requirements for the growth of air transport. We do not expect the Jamaican government’s Vernamfield airport plan to be executed in the near term. Also see “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”
The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy and the attractiveness of other commercial and industrial centers in Mexico that may affect the attractiveness of Guadalajara, Tijuana and other growing industrial centers in our group, such as Hermosillo, Leon, Aguascalientes and Mexicali.
Because our Puerto Vallarta, Los Cabos, La Paz, Manzanillo and Montego Bay airports are substantially dependent on tourism, these airports face competition from competing tourist destinations. We believe that the main competitors to these airports are those airports serving vacation destinations in Mexico, such as Acapulco and Cancun, and abroad, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, other Caribbean islands and Central America. In addition, with respect to Puerto Vallarta, Los Cabos, La Paz, Manzanillo and Montego Bay, factors beyond our control include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes), security concerns, health crises 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.
Corporate Social Responsibility
Sustainability and Environmental Responsibility
Environmental Management in Mexico
We maintain an environmental management system according to ISO 14001:2015 requirements, which provides a reference point for best practices and allows us to measure environmental performance and efficiency. This system is in place and has been independently certified in all of our airports.
All of our airports in Mexico are certified under the ISO 9001:2015.
Additionally, our Master Development Programs approved for the 2020-2024 period included measures prioritizing the reduction of our airports’ environmental impacts through (i) wastewater and sewage separation; (ii) improvements to residual water treatment plants; and (iii) storage of hazardous and other special wastes. In 2019, 2020 and 2021 we invested Ps.19.2 million, Ps.27.5 million and Ps.44.1 million, respectively, in these projects.
In 2015, we established the following objectives for our environmental programs: (i) to reduce consumption of water per passenger; (ii) to increase the use of treated residual water; and (iii) to maintain our electricity consumption levels. The following table sets forth certain performance indicators tracked by our environmental management systems.
Environmental Management Performance Indicators for Mexican Airports
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Year ended December 31, |
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2019 |
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2020 (1) |
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2021 (2) |
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Water consumption (in liters per passenger) |
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16.7 |
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23.0 |
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17.6 |
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Energy consumption (in kilowatt hours per passenger) |
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1.9 |
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2.7 |
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1.9 |
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Greenhouse gas (GHG) emissions (in kilograms of CO2 equivalent per passenger) (1) |
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0.99 |
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1.37 |
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0.96 |
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Hazardous waste generation (in kilograms per passenger) |
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0.00038 |
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0.0004 |
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0.00027 |
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Special waste generation (in kilograms per passenger) |
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0.15 |
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0.24 |
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0.13 |
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(1) |
2020 figures calculated with the Emission Factor published by SEMARNAT for CFE electricity generation in 2015. |
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(2) |
2021 figures are estimated and may vary as emission factors for 2021 have not been published. |
Due to the decrease in passenger traffic during 2020, indicators appear higher than in other years on a per passenger basis, we expect these will normalize, as began to occur in 2021, once passenger traffic increases at our airports in line with previous years.
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Environmental Management in Jamaica
Environmental Management by MBJA: To ensure continuous improvement in environmental performance, and to meet the environmental performance requirements of the MBJA Concession Agreement and the International Finance Corporation (“IFC”) Performance Standards, MBJA has in place an Environmental Management Plan (“EMP”).
MBJA’s EMP guides business planning across departments to facilitate compliance with local regulations, the IFC Performance Standards and industry best practices, and represents MBJA’s commitment to integrating environmental management measures into planning, design, construction and operation of the airport. The EMP prescribes actions for the mitigation of the environmental impacts of MBJA’s operations and includes management plans for fuel and other hazardous materials storage, storm water run-off, ground water, preexisting contaminated sites, solid waste, aviation noise and wildlife hazard. MBJA’s EMP is managed by the Environment, Health and Safety Manager.
MBJA continues to assess its environmental performance through independent audits and investigations with the goal of implementing practical recommendations to ensure continued improvement in its environmental performance and stewardship. MBJA’s EMP was certified by the JCAA in 2017.
Environmental Management by PACKAL: To ensure continuous improvement in environmental performance, and to meet the environmental performance requirements of the PACKAL Concession Agreement, PACKAL has in place an Environmental Policy.
PACKAL’s policy guides business planning across departments to facilitate compliance with local regulations and represents PACKAL’s commitment to integrating environmental management measures into planning, design, construction and operation of the airport. The policy prescribes actions for the mitigation of the environmental impacts of PACKAL’s operations and includes management plans for fuel and other hazardous materials storage, wastewater treatment plant, preexisting contaminated sites, solid waste, aviation noise, air quality and wildlife hazard. PACKAL’s Policy is managed by the Environment and Quality Manager.
PACKAL continues to assess its environmental performance through independent audits and investigations with the goal of implementing practical recommendations to ensure continued improvement in its environmental performance and stewardship.
Solar energy
During 2020, we began a “carport” solar system project which consisted of installing 13 solar systems at 11 of our 12 Mexican airports, concluding by the end of 2021. As a result of the solar systems installed, we have generated 8,207,110 kwh of solar energy at 10 of our airports, representing approximately 14% of the energy consumption of these airports.
A 1.0 MWH solar photovoltaic plant has been installed in Montego Bay airport on the rooftop of the terminal and started generation in early 2021. We also have plans to install carports in our parking lots to add 2.0 MWH during 2022.
We began the installation of a solar photovoltaic plant at our Kingston airport in 2021 and anticipate being able to generate electricity during 2022.
Accreditations
All of our Mexican airports are registered with the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente), or “PROFEPA”. Our Aguascalientes, Guadalajara, Hermosillo, La Paz, Los Mochis and Morelia airports are further certified by the PROFEPA for their “Environmental Performance”.
Likewise, we have enrolled 13 of our airports for the Airport Carbon Accreditation (“ACA”) from Airports Council International (“ACI”). Our Puerto Vallarta, Aguascalientes and Guadalajara airports have obtained a Level 2 (reduction) ACA and our Tijuana, Guanajuato, Hermosillo, La Paz, Los Mochis, Los Cabos, Morelia, Mexicali, Manzanillo and Montego Bay airports have a Level 1 (mapping) ACA from the ACI.
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Employee Health and Safety
With the goal of guaranteeing occupational health and safety, as well as institutionalizing the prevention of occupational hazards, we have begun implementing a self-administered program, promoted by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social), or “STPS,” and based on national and international standards and regulations, to promote the operation of a safe and clean airport network in Mexico. The voluntary compliance program comprises three levels of recognitions: (i) for compliance with health and safety regulations, (ii) for actions that promote continuous improvement in health and safety standards, and (iii) for successful management of health and safety standards. According to this program, we have obtained the following levels of certification: Level 1 (Morelia airport), Level 2 (Manzanillo and Puerto Vallarta airports), and Level 3 (Guadalajara).
A key component of the voluntary compliance program is the Safety and Hygiene Commission, which we have established in each of our airports. These commissions conduct investigations and reviews of the work area, verifying the implementation of the voluntary compliance program and recommending additional improvements to create optimal working conditions depending on the airport’s needs. To accomplish our voluntary compliance program goals and to raise awareness among our workers, our workers also received a Safety and Hygiene course about the importance of preventing occupational hazards to mitigate accidents and occupational diseases, generate healthy environments, and comply with the health and safety regulations of the STPS.
In conjunction with these commissions, we have also formed brigades to help minimize the impact and risk, through evacuation and first aid plans of any kind of natural phenomenon that could negatively affect the safety of our employees or our operations.
In addition, as part of our company policies, we provide an annual general medical review for certain employees. As part of our philosophy of well-being and quality of life, we also allocate approximately Ps.20.1 million per year to organize cultural and sports activities, thus encouraging physical activity. Together, these measures help provide a suitable workplace for our employees, as well as the relevant safety tools and equipment to prevent accidents and diseases to the extent possible.
In 2020 and 2021, due to the pandemic, we implemented a home office model to work remotely and preserve the health and safety of our employees. During 2021, we helped transport some of our employees to Tijuana and Los Angeles, California to begin their vaccination against COVID-19. By the end of 2021, 96.0% of our Mexican employees have one or two vaccines and 92.0% have their complete schedule.
Workplace Culture
Our policy is to provide the same job opportunities to all qualified applicants and to provide employees with a work environment free of harassment or discrimination, where each employee behaves respectfully towards their co-workers, promoting a spirit of collaboration regardless of gender, age, religion or hierarchical level.
In 2021, we initiated different projects with the objective of improving workplace culture:
We established a women’s committee, in which various actions were taken to achieve greater gender inclusion and diversity. Some of the actions that were taken include:
-Adherence to the UN Global Compact on gender equality;
-Actions to close the gender pay gap at all levels of the company;
-Creation of a gender equality policy with the objective of promoting a work environment without discrimination and an authentic culture of equality;
- Inclusion for the first time in the Gender Equality Index 2022 by Bloomberg
In addition, we established alliances with different institutions to provide training to employees on matters of female empowerment and gender equality.
Since 2009, we have been evaluated by Expansión Magazine as a “Super Company” in Mexico with respect to workplace culture and professional climate. Since 2013, we have been ranked among the top ten companies in Mexico according to this publication’s annual evaluations of workplace culture. On May 4, 2021, we were recognized as an “Empresa Responsable de Buenas Prácticas Laborales” (Responsible Company with Good Labor Practices) by the Ministry of Labor and Social Prevention.
With respect to labor matters, we have a social policy in place whereby we negotiate contracts and salary increases with our workers’ unions with the aim of increasing the social welfare of each of our workers within the context of equality, productivity and a commitment to merging our workers’ individual objectives with those of our business. Salaries for our non-union workers are reviewed based on their performance evaluation and the degree to which their individual and business objectives are met.
Training programs are available at all levels of our organization. The Management Skills, Leadership and Execution program is available for our senior management. The Succession and Career Development Plan was prepared for our key personnel, which defines specific objectives and promotion requirements. Through this program, we have achieved a turnover rate of less than 3% per year for key personnel.
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The career professionalization program is a model of professional growth for our operations and maintenance workers at our airports. The objective of the program is to promote the growth and skills of our employees in those areas, thus creating flexibility for the operation of our airports. Our new Workplace Culture program is oriented towards the generation of work habits, productive practices and organizational values, with the goal of developing competencies that allow, in turn, increased productivity and competitiveness within our organization, thus allowing us to raise the level of quality of life for our workers and their families, promoting their integral development.
Our benefits package is maintained at very competitive levels compared to the labor market in each of the regions where our airports are located, thus reducing turnover.
Supply Chains and Sourcing
As part of our bidding process for suppliers, we include our code of ethics as part of the initial information package with the intention that our suppliers comply with our ethical standards. The terms and conditions of our contract with suppliers then include provisions designed to ensure that our suppliers comply with labor laws and regulations, including requirements to monitor legal and regulatory compliance in the areas of employer responsibilities and occupational health and safety.
In our supplier development program, suppliers are strategically selected by us based on the contracting amounts, technical complexity of their work or impact on the quality of the service provided by us. Once the provider is selected, visits and face-to-face monitoring are carried out at its facilities in order to verify, among other things, the supplier’s policies, guidelines and processes comply with legal and regulatory requirements, as well as the management’s approach to staff development and the safety of the work environment. Once a contracted supplier has completed their work, we evaluate their performance to determine whether they should be invited to participate in future bids.
Community Initiatives and Philanthropic Efforts
Fundación GAP
In May 2013, we established a non-profit foundation, Fundación GAP with the aim of improving social welfare in the communities near our airports. The foundation’s focus is education, and it engages in other charitable activities, as well.
In September 2014, we inaugurated the first Fundación GAP School near our Guadalajara airport. The first year began with a class of first-grade students, and we have been adding a new class every year. In 2016, we opened another school near our Los Cabos airport, which began activities with 60 students. In 2018, we opened a third school near our Guadalajara airport, with 60 students. During 2020, we opened our first secondary class, corresponding to the first generation of students from our first school. In 2021, we had 695 students in Guadalajara and 363 students in Los Cabos. From March to December 2020 our schools remained closed due to the pandemic, however, we continued supporting our children’s families by delivering monthly food pantries. During the COVID-19 pandemic, we delivered more than Ps.0.8 million in food pantries during the 10 months of 2020. During 2021, we continued supporting families and provided more than Ps.1.0 million in food pantries.
In 2019, Fundación GAP opened four Community Centers in Guadalajara, Los Cabos, Aguascalientes, and Puerto Vallarta. During 2021, we opened eight additional Community Centers in Tijuana, La Paz, Los Mochis, Hermosillo, Guanajuato, Mexicali, Morelia and Manzanillo. This expansion allowed us to establish a presence in every city in Mexico in which we have an airport. Through these community centers, in 2021, we provided 8,322 courses. The goal of these Community Centers is to support and promote our employees and their families by helping them gain access to life changing professional and economic opportunities through education. At these centers, our employees have access to free elementary, secondary, and high school education, as well as to technical training courses designed to strengthen the professional skills and knowledge that they use on the job.
Our board of directors annually reviews our donation to the foundation. For 2021, our board of directors authorized a Ps.99.0 million donation, and over the past five years GAP has made more than Ps.200.0 million in donations. The foundation is supervised by a board of trustees, which is presided over by Mrs. Diez-Barroso.
Philanthropic Efforts
For the thirteenth consecutive year, we obtained the Socially Responsible Company Distinction awarded by the Mexican Center for Philanthropy (Centro Mexicano para la Filantropía), or “CEMEFI,” to companies committed to active and voluntary contribution to social, economic and environmental issues.
Fundación GAP awarded the prize “Premio Emprendedor Social Coparmex Jalisco 2021”, to Karbono, a social social entrepreneur company that manufactures and markets eco-friendly personal hygiene products. The award is a recognition of social entrepreneurs and includes a monetary prize that varies by year. A committee from Coparmex (Confederación Patronal de la República Mexicana or the Mexican Employers’ Association) selects the finalists based on social projects. Once the finalists are selected, we select the yearly winner based on the finalists’ ability to affect the greatest social impact.
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We provide aid for the family members of our students and scholarships for our employees’ dependents. In 2019, 2020 and 2021, we invested Ps.2.4 million, Ps.2.6 million and Ps.2.8 million, respectively, in these programs.
REGULATORY FRAMEWORK
Sources of Mexican Regulation
Principal Laws Governing Our Mexican Operations
The following are the principal laws, regulations and instruments (each as subsequently amended) that govern our business and the operation of our Mexican airports:
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The Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles), enacted August 4, 1934; |
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the Mexican Airport Law (Ley de Aeropuertos), enacted December 22, 1995; |
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the regulations under the Mexican Airport Law (Reglamento de la Ley de Aeropuertos), enacted February 17, 2000; |
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the Mexican Communications Law (Ley de Vías Generales de Comunicación), enacted February 19, 1940; |
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the Mexican Civil Aviation Law (Ley de Aviación Civil), enacted May 12, 1995; |
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the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, and revised on an annual basis; |
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the Mexican National Assets Law (Ley General de Bienes Nacionales), enacted May 20, 2004; |
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the Mexican Securities Market Law (Ley del Mercado de Valores), enacted December 30, 2005; and |
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the concessions that entitle our subsidiaries to operate our twelve Mexican airports, which were granted on June 29, 1998, and amended on November 15, 1999. |
The Mexican Airport Law and the regulations under 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 SCT is required to operate, maintain and 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) any private company the principal shareholder of which is a state or municipal government; (ii) concessions granted to operators of private airports (that have operated privately for five or more years) wishing to begin operating their facilities as public service airports and complying with certain requirements; and (iii) complementary concessions granted to existing concession holders that comply with certain requirements. 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 SCT granted twelve concessions to operate, maintain and develop the twelve principal airports in Mexico’s Pacific and Central regions 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. However, our privatization, through which our strategic shareholder acquired 15% of our capital stock, was conducted through a public bidding process. Each of our Mexican concessions was amended on November 15, 1999, in order to, among other things, incorporate each airport’s maximum rates and certain other terms as part of the concession.
On February 17, 2000, the regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. Non-compliance with these regulations could result in fines or other sanctions being assessed by the SCT and are among the violations that could result in termination of a concession if they were to occur three or more times.
The Mexican National Assets Law, among other things, establishes regulations relating to concessions granted with respect to property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain and used for administrative or non-public purposes to pay a tax and establishes grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxes must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.
Under the Mexican Federal Duties Law, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain
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assets pursuant to the terms of its concession. Currently, this concession tax is set at a rate of 5% and may be revised annually by the Mexican Congress. Our Mexican concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax.
Mexican Airport Law and Civil Aviation Law
On November 8, 2017, changes to the Mexican Airport Law took effect, which modified various regulations, primarily impacting airlines. One of the changes contemplated is the payment of indemnification for passengers delayed for longer than two hours. The new law further clarifies that the payment will be made if the airport concessionaire or airline is at fault for the delay. As of the date hereof, there is no process in place to determine who is responsible for delays. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We cannot predict how the laws and regulations governing our business will be applied.”
Federal Economic Competition Commission
The Federal Economic Competition Law (Ley Federal de Competencia Económica), among other things, extinguished the former Federal Competition Commission and created the Federal Economic Competition Commission (Comisión Federal de Competencia Económica), or “COFECE,” as an autonomous agency to be the competition authority for all industries except telecommunications and broadcasting. The law grants broader powers to COFECE, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition. The law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities and the number of fines that may be incurred for violations of the law, and limits the availability of legal defenses against the application of the law. If COFECE determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions for or in connection with the specific service or product. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations, and decrees applicable to us could have a material adverse impact on our operations.”
Role of the SCT
The SCT is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions:
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plan, formulate and establish the policies and programs for the development of the national airport system; |
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construct, administer and operate airports and airport-related services for the public interest; |
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grant, modify and revoke concessions for the operation of airports; |
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establish air transit rules and rules regulating take-off and landing schedules through the Mexican Air Traffic Control Authority; |
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take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, and set forth the minimum operating conditions for airports; |
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establish safety regulations; |
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close airports entirely or partially when safety requirements are not being satisfied; |
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monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions; |
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maintain the Mexican aeronautical registry for registrations relating to airports; |
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impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions; |
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approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder; |
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approve the Master Development Programs prepared by each concession holder every five years; |
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determine each airport’s maximum rates; |
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approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and |
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perform any other function specified by the Mexican Airport Law. |
In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the SCT is required to provide air traffic control, radio assistance and
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aeronautical communications at Mexico’s airports. The SCT provides these services through the Mexican Air Traffic Control Authority, which is a division of the SCT. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.
Mexican Airport Concessions
Scope of Concessions
We hold concessions granted to us by the Mexican government to operate, maintain and develop twelve airports in the Pacific and Central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our Mexican concessions may be renewed for 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 SCT and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows 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 regulations thereunder; 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, together with any improvements thereto, automatically revert to the Mexican government.
Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. The security regulations must be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for inspecting passengers and their carry-on baggage before they reach the departure gates, while the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the responsible federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.
The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the SCT. No agreement documenting liens approved by the SCT 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 SCT. The SCT 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 SCT may require.
General Obligations of Concession Holders
The concessions impose certain obligations on the concession holders, including, among others: (i) the obligation to pay the concession tax described above; (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner; (iii) the obligation to maintain the airports in good working condition; and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the Master Development Programs and the concessions.
Each concession holder and any third-party providing services at an airport is required to carry insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the SCT. To date, the SCT has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified. We and our subsidiary concession holders are jointly and severally liable to the SCT 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 and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the SCT is entitled to revoke the concessions held by all of our subsidiaries.
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Classification of Services Provided at Airports
The Mexican Airport Law and the regulations thereunder classify the services that may be rendered at an airport into the following three categories:
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Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include the following: |
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the use of airport runways, taxiways and aprons for landing, aircraft parking and departure; |
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the use of hangars, passenger walkways, airport buses and car parking facilities; |
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the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids; |
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the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and |
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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 transportation services (such as taxis). |
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Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include ramp and handling services, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers. |
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Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft, and include, among other things, retailers, restaurants, banks and advertisers to which we lease space. |
A third party providing complementary or commercial services to an airport is required to do so only pursuant to a written agreement with the relevant concession holder. On November 1, 2012, we entered into an agreement with a third party with respect to the provision of airbus and passenger walkway services in all of our airports. Accordingly, we no longer provide these services directly. As of the date of this report, this is the only agreement with a third party regarding the provision of regulated services. All agreements relating to airport or complementary services are required to be approved by the SCT. 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 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. The concession holders have not and do not provide complementary services, as these services are provided by third parties.
In the event of force majeure, the SCT 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. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican government may terminate or reacquire our Mexican concessions under various circumstances, some of which are beyond our control.”
A concession holder is also required to take all necessary measures to create a competitive market for complementary services. A concession holder may not limit the number of providers of complementary services in its airport, except in instances where space, efficiency and/or safety considerations warrant such limitation. If a concession holder denies entry to any complementary services provider for reasons other than the above, such service provider may file a complaint with the SCT, which shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized.
Master Development Programs
Each concession holder is required to submit to the SCT a Master Development Program describing, among other things, the concession holder’s construction, and maintenance plans.
Each Master Development Program is required to be updated every five years and resubmitted for approval to the SCT. Upon such approval, the Master Development Program is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made with the approval of the SCT, typically provided pursuant to a concession holder’s Master Development Programs.
Information required to be presented in the Master Development Programs includes:
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airport growth and development expectations; |
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|
• |
fifteen-year projections for air traffic demand (including passenger, cargo and operations); |
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|
• |
construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities, and equipment; |
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• |
a binding five-year detailed investment program and planned major investments for the following ten years; |
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|
• |
descriptive airport plans specifying the distinct uses for the corresponding airport areas; |
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|
• |
any financing sources; and |
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• |
environmental protection measures. |
Each concession provides for a 24-month period for the preparation and submission of the concession holder’s Master Development Program and requires 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 assess investment requirements. The concession holder must submit a draft of the Master Development Program to an operations committee (Comité de Operación y Horarios), composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the SCT. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new Master Development Program to the SCT. The SCT may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also opine on the Master Development Programs.
Any major construction project, renovation or expansion relating to an airport can only be done pursuant to the Master Development Program of the concession holder or with the approval of the SCT. We are required to spend the full amounts set forth in each investment program under our Master Development Programs.
Changes to a Master Development Program, including the related investment program, require the approval of the SCT, except for emergency repairs and minor works that do not adversely affect an airport’s operations.
Once capital expenditures related to the Master Development Programs are established, they are adjusted annually according to increases in the Mexican PPI’s construction price index, and the concessionaire is obligated to meet the adjusted amounts.
On December 12, 2019, the SCT approved new maximum tariffs and Master Development Programs for the five-year period from 2020-2024 for each of our Mexican airports. The combined maximum tariffs are expressed in workload units for each airport and were determined by the SCT based on traffic projections, operating costs and capital investments included in the Master Development Programs, as well as in accordance with pre-determined parameters for the calculation of the maximum tariff set forth in the concession for each airport. This five-year program took effect on January 1, 2020, and was to be in effect through December 31, 2024. Due to the COVID-19 pandemic, we delayed certain non-obligatory capital investments, and during the month of August 2020, we filed a proposal for an Extraordinary Review Process of our Master Development Program with the SCT in response to the impact of the COVID-19 pandemic on our operations. See “Item 3, Risk Factors – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations control”, and “Item 5 – Developments related to the outbreak of COVID-19.” The adjustments to our Master Development Program approved as a result of this Extraordinary Review Process and announced on November 30, 2020, postpone investments by approximately 20 months. As such, certain investments that were scheduled to conclude in 2024 will now conclude in 2026. Our committed investments decreased by 27% for the 2020-2024 period, as a result of the Extraordinary Review Process.
We had initially allocated 86.8% of our committed investments for the 2020-2024 period to our Guadalajara, Puerto Vallarta, Tijuana and Los Cabos airports; however, as a result of the Extraordinary Review Process, the revised Master Development Programs allocates 88.1% of the total amounts committed to these four airports. The investments of the new Master Development Programs for the 2020-2024 period represent the fifth investment period within the terms of our concessions and represents an increase of 288.4% as compared to the 2015-2019 period. These committed investments reflect the highest investment amounts committed to date.
Our Master Development Programs are approved by the SCT for periods of five years, as stated in our Mexican concessions. We are required to comply with the five-year period investment obligations under the Master Development Programs, and the SCT may apply sanctions if we do not so comply. Recently, the SCT has reviewed our compliance on an annual basis. The SCT may choose to do this revision officially and apply sanctions on an annual basis if it determines that we have failed in our investment obligations. In March 2020, the SCT certified our compliance with our Master Development Programs for the five-year period from 2015-2019. In March 2021, the SCT certified our compliance with our Master Development Programs for 2020. As of the date of this report, the SCT is still reviewing our compliance with our Master Development Program for 2021.
Mexican Aeronautical Services Regulation
The Mexican Airport Law directs the SCT to establish price regulations for services for which there is no competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission issued a ruling stating that competitive markets
70
generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the SCT to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to third parties rendering complementary services in our airports. On November 15, 1999, a new regulation, the Rate Regulation (Regulación Tarifaria), was incorporated within the terms of each of our Mexican concessions. This regulation provides a framework for the setting by the SCT of five-year maximum rates. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.”
Regulated Revenues
The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on an aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from an aircraft to the terminal building, a security charge for each departing passenger and the leasing of space to, and collection of access fees from, third parties that provide complementary services at our airports.
All of our revenues from aeronautical services are subject to a price regulation system established by the SCT. Under this price regulation system, the SCT establishes a maximum rate for each airport for every year in a five-year period. The maximum rate is the maximum amount of revenues per workload unit that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes. The combined maximum tariffs are expressed in workload units for each airport and were determined based on: (i) projected workload units; (ii) capital investments; and (iii) the operating expenses authorized for the five-year period in the Master Development Programs.
The maximum tariffs for the 2020-2024 five-year period are expressed in constant pesos as of December 31, 2017 and are adjusted by the rate of inflation according to the Mexican PPI, excluding petroleum, and by the efficiency factor at the end of any given year. Since the inflation rate for each applicable year, as measured in terms of the variation of the Mexican PPI, excluding petroleum, is not known at the beginning of the application of the maximum tariffs negotiated with the Mexican Directorate General of Civil Aviation, the adjustment for inflation is not included in the maximum rates set at the beginning of each five-year period. These adjusted tariffs will be applicable once they are published.
We can set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the SCT certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. The SCT has reviewed our maximum rates and certified that we did not collect revenues in excess of the permitted level in 2020. The review for 2021 will take place during the second quarter of 2022. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic permit greater revenues overall within each five-year interval for which maximum rates are established.
In 2019, 2020 and 2021, approximately 65.0%, 60.5% and 63.1%, respectively, of our Mexican airports’ total revenues were earned from aeronautical services subject to price regulation under our maximum rates (74.9%, 75.6% and 78.7%, respectively, of the sum of aeronautical and non-aeronautical revenues).
Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling under any regulation. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues.”
Maximum Rates
Each airport’s maximum rate is determined by the SCT based on a general framework established in our Mexican concessions. This framework reflects, among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the SCT. The schedule of maximum rates for each airport is established every five years.
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Maximum Rates for 2020 through 2024
On December 12, 2019, the SCT set new airport maximum rates for the five-year period from January 1, 2020, through December 31, 2024, expressed in constant pesos as of December 31, 2017. On January 2, 2020, these rates were published in the Official Gazette of the Federation (Diario Oficial de la Federación). These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “Special Adjustments to Maximum Rates.” The following table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2020:
Current Maximum Rates (1)
|
|
|
Year ended December 31, |
|
|||||||||||||||||
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|||||
|
Guadalajara |
|
|
196.00 |
|
|
|
194.63 |
|
|
|
193.27 |
|
|
|
191.92 |
|
|
|
190.58 |
|
|
Tijuana |
|
|
161.17 |
|
|
|
160.04 |
|
|
|
158.92 |
|
|
|
157.81 |
|
|
|
156.71 |
|
|
Los Cabos |
|
|
284.25 |
|
|
|
282.26 |
|
|
|
280.29 |
|
|
|
278.33 |
|
|
|
276.38 |
|
|
Puerto Vallarta |
|
|
279.61 |
|
|
|
277.65 |
|
|
|
275.71 |
|
|
|
273.78 |
|
|
|
271.86 |
|
|
Guanajuato |
|
|
220.80 |
|
|
|
219.25 |
|
|
|
217.72 |
|
|
|
216.20 |
|
|
|
214.69 |
|
|
Hermosillo |
|
|
169.11 |
|
|
|
167.93 |
|
|
|
166.75 |
|
|
|
165.58 |
|
|
|
164.42 |
|
|
Mexicali |
|
|
161.62 |
|
|
|
160.49 |
|
|
|
159.37 |
|
|
|
158.25 |
|
|
|
157.14 |
|
|
La Paz |
|
|
186.05 |
|
|
|
184.75 |
|
|
|
183.46 |
|
|
|
182.18 |
|
|
|
180.90 |
|
|
Morelia |
|
|
258.64 |
|
|
|
256.83 |
|
|
|
255.03 |
|
|
|
253.24 |
|
|
|
251.47 |
|
|
Aguascalientes |
|
|
174.90 |
|
|
|
173.68 |
|
|
|
172.46 |
|
|
|
171.25 |
|
|
|
170.05 |
|
|
Los Mochis |
|
|
192.07 |
|
|
|
190.73 |
|
|
|
189.39 |
|
|
|
188.06 |
|
|
|
186.74 |
|
|
Manzanillo |
|
|
231.12 |
|
|
|
229.50 |
|
|
|
227.89 |
|
|
|
226.29 |
|
|
|
224.71 |
|
|
(1) |
Expressed in constant pesos as of December 31, 2017 and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.” |
Due to the COVID-19 pandemic, during August 2020, we filed a request for an Extraordinary Review Process of our Master Development Program with the SCT. See “Item 3, Risk Factors – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations control”, and “Item 5 – Developments related to the outbreak of COVID-19.” The adjustments to our Master Development Program approved as a result of this Extraordinary Review Process and announced on November 30, 2020, included adjustments to the maximum rates for each of our airports. These tariffs went into effect as of January 1, 2021.
Adjusted Current Maximum Rates (1)
|
|
|
Year ended December 31, |
|
|||||||||||||
|
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
||||
|
Guadalajara |
|
|
216.86 |
|
|
|
215.34 |
|
|
|
213.83 |
|
|
|
212.33 |
|
|
Tijuana |
|
|
165.57 |
|
|
|
164.41 |
|
|
|
163.26 |
|
|
|
162.12 |
|
|
Los Cabos |
|
|
304.93 |
|
|
|
302.80 |
|
|
|
300.68 |
|
|
|
298.58 |
|
|
Puerto Vallarta |
|
|
303.71 |
|
|
|
301.58 |
|
|
|
299.47 |
|
|
|
297.37 |
|
|
Guanajuato |
|
|
226.89 |
|
|
|
225.30 |
|
|
|
223.72 |
|
|
|
222.15 |
|
|
Hermosillo |
|
|
169.49 |
|
|
|
168.30 |
|
|
|
167.12 |
|
|
|
165.95 |
|
|
Mexicali |
|
|
162.06 |
|
|
|
160.93 |
|
|
|
159.80 |
|
|
|
158.68 |
|
|
La Paz |
|
|
186.65 |
|
|
|
185.34 |
|
|
|
184.04 |
|
|
|
182.75 |
|
|
Morelia |
|
|
265.85 |
|
|
|
263.99 |
|
|
|
262.14 |
|
|
|
260.31 |
|
|
Aguascalientes |
|
|
175.50 |
|
|
|
174.27 |
|
|
|
173.05 |
|
|
|
171.84 |
|
|
Los Mochis |
|
|
192.76 |
|
|
|
191.41 |
|
|
|
190.07 |
|
|
|
188.74 |
|
|
Manzanillo |
|
|
232.02 |
|
|
|
230.40 |
|
|
|
228.79 |
|
|
|
227.19 |
|
|
|
(1) |
Expressed in constant pesos as of December 31, 2017 and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.” |
72
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:
|
|
• |
Projections for the following fifteen years of workload units, operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s Master Development Program for the following fifteen years; |
|
|
• |
Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality standards for services to be derived from the Master Development Programs; |
|
|
• |
Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value; |
|
|
• |
A discount rate to be determined by the SCT. 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 24 months prior to the date of the negotiations plus a risk premium to be determined by the SCT based on the inherent risk of the airport business in Mexico; and |
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|
• |
An efficiency factor to be determined by the SCT. The maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70% for the five-year period from January 1, 2020, through December 31, 2024. |
Our Mexican concessions specify a discounted cash flow formula to be used by the SCT to determine the maximum rates that, given the projected earnings before interest, taxes, depreciation and amortization, 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. The maximum rates ultimately established by the SCT historically have resulted from a negotiation between the SCT and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican PPI, excluding petroleum. Also, once the maximum rates are established based in part on the capital expenditures included in our Master Development Programs, the capital expenditures must be adjusted according to the Mexican PPI’s construction price index.
The concessions provide that each airport’s reference values, and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the SCT or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we are able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for any shortfall.
To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the SCT 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 Mexico. On January 1, 2022, the daily general minimum wage in Mexico was Ps.172.87. As a result, the maximum penalty at such date could have been approximately Ps.7.0 million (approximately U.S.$341.2 thousand) per airport.
As established by the SCT, the calculation of workload units does not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.
Special Adjustments to Maximum Rates
Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:
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|
• |
Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved. |
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|
• |
Macroeconomic conditions. A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican GDP in a twelve-month period, the workload units processed in the concession holder’s airport are less than those projected when its Master Development Program was approved. To grant an adjustment under these circumstances, the SCT must have already allowed the concession holder to decrease its projected capital improvements under its Master Development Program as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved. |
73
|
|
• |
Increase in concession tax under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved. |
|
|
• |
Failure to make required investments or improvements. The SCT annually reviews each concession holder’s compliance with its Master Development Program (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 Program, the SCT is entitled to decrease the concession holder’s maximum rates and assess penalties. |
|
|
• |
Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the SCT is also entitled to assess penalties against the concession holder. |
Other Regulation of Mexican Concessions and Concession Assets
Ownership Commitments and Restrictions
The Mexican concessions require us to retain a 51% direct ownership interest in each of our twelve Mexican concession holders throughout the term of these concessions. Any acquisition by us or by one of our Mexican concession holders of any additional Mexican airport concessions or of a beneficial interest of 30% or more of another Mexican concession holder requires the consent of the Mexican Antitrust Commission. In addition, the Mexican 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
Mexican concession holders and third parties providing services at airports are required to provide the SCT access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each Mexican concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the SCT with any information that it may request. Each Mexican concession holder is also required to publish its annual audited 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 SCT for such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:
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|
• |
if a person acquires 35% or more of the shares of a concession holder; |
|
|
• |
if a person has the ability to control the outcome of meetings of the shareholders of a concession holder; |
|
|
• |
if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; or |
|
|
• |
if a person by any other means acquires control of an airport. |
Pursuant to the regulations under the Mexican Airport Law, any company acquiring control of a Mexican 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 SCT requires notification 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 SCT 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.
Termination of Concessions
Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:
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|
• |
the expiration of its term; |
|
|
• |
its surrender by the concession holder; |
74
|
|
• |
the revocation of the concession by the SCT; |
|
|
• |
the reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure); |
|
|
• |
the inability to achieve the purpose of the concession, except in the event of force majeure; |
|
|
• |
the dissolution, liquidation or bankruptcy of the concession holder; or |
|
|
• |
the failure by the concession holder to satisfy the shareholding obligations set forth in the concession. |
Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.
Revocation of Concessions
A concession may be revoked by the SCT under certain conditions, including:
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|
• |
the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession; |
|
|
• |
the failure by a concession holder to maintain insurance as required under the Mexican Airport Law; |
|
|
• |
the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law; |
|
|
• |
any alteration of the nature or condition of an airport’s facilities without the authorization of the SCT; |
|
|
• |
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; |
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|
• |
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; |
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|
• |
the failure by the concession holder to pay the Mexican government the airport concession tax; |
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|
• |
failure to own at least 51% of the capital stock of subsidiary concession holders; |
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|
• |
violation of the safety regulations established in the Mexican Airport Law and other applicable laws; |
|
|
• |
total or partial interruption of the operation of an airport or its airport or complementary services without just cause; |
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|
• |
the failure to maintain an airport’s facilities; |
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|
• |
the provision of unauthorized services; |
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|
• |
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; |
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|
• |
charging prices higher than those registered with the SCT for regulated services or exceeding the applicable maximum rate; |
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|
• |
any act or omission that impedes the ability of other service providers or authorities to carry out their functions within an airport; or |
|
|
• |
any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession. |
The SCT is entitled to revoke a concession without prior notice as a result of the first six events described above. Regarding the other violations listed above, violations may result in revocation of a concession only if sanctions have been imposed at least three times with respect to the same violation.
Pursuant to the terms of our Mexican concessions, in the event the SCT revokes one of our Mexican concessions, it is entitled to revoke all of our Mexican concessions.
According to the Mexican National Assets Law, the surface area of our airports and improvements on such space are government-owned assets. A concession concerning government-owned assets may be “rescued,” or reverted 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 reversion (rescate), the assets that were subject to the concession are automatically returned to the Mexican government.
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In the event of war, public disturbances or threats to national security, the Mexican government may assume the operation (requisa) of any airport and any airport assets, as well as any airport and complementary services. 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 must be determined by experts jointly appointed by both parties and the amount of losses must be determined based on the average net income of the concession holder during the previous year.
The Mexican Airport Law provides that a sanction of up to 200,000 times the general daily minimum wage in Mexico may be assessed for a failure to comply with the law or terms of a concession. Such sanction may be duplicated in the event of reiterative failures to comply. As a result, the maximum penalty on January 1, 2022, was Ps.35.6 million (U.S.$1.7 million) for an individual failure to comply.
Consequences of Termination or Revocation of a 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 SCT. 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 appointed by the Mexican government.
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 Mexican concessions would prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our Mexican 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.
Grants of New Mexican Concessions
The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Federal Competition Commission has the power, under certain circumstances, to prohibit a party from bidding and to cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:
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any person who holds a permit to operate a civil aerodrome and intends to transform the aerodrome into an airport so long as: (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession; |
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a current concession holder when necessary to meet increased demand so long as: (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options and (iii) the concession holder complies with all requirements of the concession; |
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a current concession holder when it is in the public interest for its airport to be relocated; |
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entities in the federal public administration; and |
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commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports. |
Mexican Environmental Regulation
Legislative Framework
Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental, or the “General Environmental Law”) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, or the “Law on Waste”), which is also administered by the Ministry of the Environment and Natural Resources and enforced by
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the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.
Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits and natural protected areas. The General Environmental Law also regulates, among other things, vibrations, thermal energy and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters. The General Environmental Law also provides that companies that contaminate soils are responsible for their clean-up. Further, according to the Law on Waste, owners and/or possessors of property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject. Restrictions on the transfer of contaminated sites also exist. The Law on Waste also regulates the generation, handling and final disposal of hazardous waste.
Pursuant to the National Waters Law, companies that discharge waste waters into national water bodies must comply with, among other requirements, maximum permissible contaminant levels in order to preserve water quality. Periodic reports on water quality must be provided to competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions pursuant to our Mexican concessions and the National Waters Commission.
In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), or “NOMs,” which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and the General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), establish limits on air emissions, waste water discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters.
The General Environmental Law and Law on Waste establish the main policies for soil remediation. Remediation standards and procedures are gradually beginning to be implemented through NOMs.
Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration or clean-up is required.
The Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) are the responsible regulators. The Federal 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 and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.
Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits had to be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports. In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for the Protection of the Environment on January 1, 1999, and July 12, 2000, pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.
The Federal Office for the Protection of the Environment has confirmed that we have complied with all of the relevant environmental requirements derived from the aforementioned environmental audits and has issued compliance certificates for all of our airports. These certificates, which are known as Environmental Quality Certificates (Certificados de Calidad Ambiental) certify compliance with applicable Mexican environmental laws, regulations and applicable NOMs and must be renewed periodically.
In June 2013, a decree was published in the Official Gazette of the Federation (Diario Oficial de la Federación) issuing the Federal Environmental Responsibility Law (Ley Federal de Responsabilidad Ambiental). As part of the Federal Environmental Responsibility Law, various provisions were amended, added and revoked of the General Law of Ecological Equilibrium and Protection of the Environment, the General Law of Wildlife, the General Law for the Comprehensive Prevention and Waste Management, the General Law for Sustainable Forest Development, the National Water Act and the Federal Criminal Code, among others, to the effect that any person or company whose acts or omissions directly or indirectly causes harm to the natural environment, is obligated to repair the environmental damage, or when reparation is not possible, to compensate for the harm, and undertake any necessary actions to avoid increasing the harm. A second general aspect of this
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reform is the creation of expanded standing so that individuals, including Mexican environmental non-profits, may initiate lawsuits for the protection of property that they do not directly own.
During 2018, a new carbon dioxide (“CO2”) market commenced operating in Mexico. The market requires that industries that generate above a certain amount of CO2 emissions, including airport concession owners, pay for rights to excess emissions. Commencing in 2019, the legislation requires that companies subject to it report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). We are subject to this legislation and began reporting our emissions in 2018. In 2019, we began submitting our emissions reports for verification by the Mexican Emissions Registry. In addition, new water quality standards are being discussed, which would require greater water quality for all of our wastewater disposal. For more information see “Item 3, Key Information – Risk Factors – Risks Related to Mexico – Increased environmental regulation and enforcement in Mexico may affect us.”
Liability for Environmental Noncompliance
The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our Mexican concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by ASA prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and under its agreements with environmental authorities. For further information regarding these liabilities, see Note 27 to our audited consolidated financial statements.
The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. We expect this trend to continue and expect additional norms to be imposed by the North American Agreement on Environmental Cooperation entered into by Canada, the United States and Mexico in the context of USMCA, as well as by other international treaties on environmental matters. We do not expect that compliance with Mexican federal, state or municipal environmental laws currently in effect will have a material adverse effect on our financial condition or results of operations. However, there can be no assurance 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.
Mexican Safety Regulation
Our aeronautical operations are subject to national and international regulations regarding maintaining acceptable safety standards. Compliance with these safety regulations is overseen by the Mexican Directorate General of Civil Aviation, which conducts audits and inspections of each of our Mexican airports.
In 2013, the Mexican Government issued a Mexican Official Standard (Norma Oficial Mexicana), which created an obligation to implement the ICAO’s Safety Management System (“SMS”). The SMS is a systematic approach to managing safety, including the necessary organizational structures, accountabilities, policies and procedures. The ICAO encourages various types of product and service providers that design, manufacture, operate or support the operation of aircrafts to implement this system. The Civil Aviation Authority can bring administrative proceedings against providers that do not comply with SMS regulations, and it also has the power to impose a variety of sanctions or close non-complying facilities.
We began implementing this system as soon as the standard was issued and by 2017 all of our Mexican airports were SMS-certified. Currently, we are the only airport operator in the country with 100% of its airports certified in SMS.
In addition, the ICAO provides certification based on compliance with safety, regulatory and efficiency standards for aircraft operations at aerodromes and ensures that certified aerodromes are in compliance with relevant ICAO standards and recommended Civil Aviation Authority practices. During 2021, our twelve airports maintained their ICAO aerodrome certification.
COVID-19
The COVID-19 outbreak and efforts to contain it, led to government-imposed travel restrictions, flight cancellations and a marked decline in passenger demand for air travel, among other material adverse effects on our business and results of operations. See “Item 3 – Risk Factors – Risks Related to Our Operations – Developments relating to the outbreak of COVID-19 have had, and may continue to have, a material adverse impact on our financial conditions or results of operations control.” As a result of the instability in the travel industry created by the COVID-19 pandemic, our results of operations could be volatile and subject to rapid and unexpected change.
The COVID-19 pandemic created important challenges for our airports as a result of the health and sanitary measures established by the health authority and necessary to ensure the safety and well-being of our passengers. These requirements led us to adapt the processes and activities of the Safety Management System to maintain compliance with ICAO’s SMS regulations. Some of these actions involved remote audits, remote training, and advisory meetings through digital means, among others.
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Meanwhile, during 2020 and 2021, the Mexican Civil Aviation Authority limited the safety oversight to a single mixed review (on-site and remote) at one of our Mexican airports. Therefore, we anticipate that in 2022, reviews will be carried out at all our other airports according to this methodology and will encompass a wide range of points to review given it will cover management of the system during 2019, 2020 and 2021. As a result, special attention is being paid to compliance with all activities and processes to avoid any non-conformity.
Measures adopted during 2021 must be maintained, improved, and effective responses must be established for any requirement implemented by the Civil Aviation Authority. Significant challenges in maintaining the SMS during 2022 are expected due to the recovery of the aviation sector around the world.
Sources of Jamaican Regulation
The following are the principal laws, regulations and instruments that govern our business in Jamaica and the operation of our Jamaican airports and the concessionaires:
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Civil Aviation Act, enacted June 1, 1966; |
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Airports Authority Act, enacted July 31, 1974; and |
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Airports (Economic Regulation) Act, enacted December 31, 2002. |
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Income Tax Act, enacted January 1, 1955; |
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Assets Tax (Specified Bodies) Act, enacted January 2, 2003; and |
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General Consumption Tax Act, enacted October 22, 1991. |
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The Employment Termination and Redundancy Act, enacted December 9, 1974; and |
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Holiday with Pay Act, enacted March 27, 1947. |
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The Natural Resources Conservation Authority Act, enacted July 5, 1991. |
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Companies Act, enacted February 1, 2005; and |
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the MBJA Concession Agreement that entitles MBJA to operate the Montego Bay International Airport, which was granted on April 3, 2003 and came into force on April 12, 2003. |
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the NMIA Concession Agreement that entitles PACKAL to operate the Kingston International Airport, which was granted on October 10, 2018 and came into force on October 10, 2019. |
Legislation specifically applicable to the operation of airport concessions and airports in Jamaica are the Civil Aviation Act, the Airports Authority Act and the Airports (Economic Regulation) Act, and each of their respective subsidiary legislation and regulations. In addition, our Jamaican airports are subject to all applicable laws and regulations related to the operation of a private limited liability company in Jamaica.
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The Civil Aviation Act and the regulations thereunder provide the general framework regulating air transportation and establish the JCAA, under the authority of the MTM, to oversee safety and security, provide air navigation services and regulate aviation industry prices. The Civil Aviation Act’s stated intent is to promote the development of air transport in Jamaica.
In 1974, the Airports Authority Act transferred to the AAJ, an independent government agency, the concessions for Jamaica’s two international airports – the Montego Bay and Kingston airports. The AAJ continues to own both airports but has divested operational responsibility for the Montego Bay and Kingston airports through public bidding processes in 2003 and 2017, respectively.
The Airports (Economic Regulation) Act of 2002 establishes the framework for the economic regulation of Jamaica’s airports and governs the provision of services or facilities at the international airports for the purposes of landing, parking, fueling, servicing or taking off of aircraft and handling passengers, baggage and cargo at the airport. The Act allows the MTM to levy airport improvement fees and authorizes the JCAA to regulate airport charges and deal with public interest issues such as anti-competitive behavior and accounting transparency. Airport operators must submit an application for permission to levy airport charges on airlines and passengers to the JCAA. Airport operators permitted to levy airport charges must also routinely provide the JCAA with their annual accounts and schedules of airport charges.
Jamaican Regulatory Agencies
The regulatory agencies overseeing the operation of airports and airport concessions are the MTM, JCAA and the AAJ.
The MTM’s primary responsibility is Jamaica’s land, marine and air transport and their related infrastructure. The MTM has regulatory responsibility for the safety of all modes of transportation, whether publicly or privately operated. This includes airports, aerodromes and airline operators. The following agencies and departments fall under the MTM and oversee the operation of airports and airport concessions:
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Jamaica Civil Aviation Authority. The JCAA is a statutory organization under the MTM, which regulates the Jamaican aviation industry, including oversight of safety and security, provision of air navigation services and regulation of aviation industry prices. The JCAA is the agency empowered to grant the Montego Bay and Kingston airports their required annual permits and licenses, except for the Aerodrome License, which is granted by the MTM, and to approve or reject the regulated charges proposed by MBJA and NMIA for the Montego Bay and Kingston airports, respectively. |
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Airports Authority of Jamaica. The AAJ is an independent statutory body established by the Jamaican Airports Authority Act with responsibility for the nation’s commercial and civil airports. The AAJ owns the airport concession assets of our Jamaican airports and provides contract administration for the Concession Agreements granted to operate and manage the Montego Bay and Kingston airports situated on lands owned by it. Under the Concession Agreements, the AAJ conducts regular performance reviews and other contract administration oversight functions. In addition, the AAJ obligates the concession holders to hold a biannual airport forum to provide the airports’ stakeholders with the opportunity to provide progress reports and issues pertinent to them. |
Jamaican Airport Concession Agreements
On April 3, 2003, MBJA entered into a 30-year concession agreement with the AAJ, which began on April 12, 2003, to operate the Montego Bay airport. MBJA pays both monthly and annual concession taxes to the Jamaican government to allow it to use and develop the assets subject to the concession.
On October 10, 2019, PACKAL entered into a 25-year concession agreement with the AAJ, with a single possible five-year extension, to operate the Kingston airport. PACKAL pays a monthly concession fee of 62.01% of total aeronautical and non-aeronautical revenues to the Jamaican government to allow it to use and develop the assets.
At the end of each concession’s term, MBJA and PACKAL, respectively, will transfer these concession assets back to the AAJ. See “Item 5, Operating and Financial Review and Prospects – Overview – Operating Costs – Concession Taxes – Jamaican Concession Taxes.”
MBJA’s and PACKAL’s Obligations as Concessionaires
Under the terms of each of the Concession Agreements, the concession holder is responsible for the maintenance, operation and development of the airport, including the management of day-to-day operations in keeping with specific performance criteria and prescribed international standards, in order to render airport, complementary and commercial services. As such, each of MBJA’s and PACKAL’s general obligations as concession holder are thus to: operate and manage the airport in compliance with applicable law; provide airport, complementary and commercial services; report on accounts, financial records, traffic and performance levels; and carry out the capital investments proposed in the Capital Development Program and maintain and develop the tangible concession assets.
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Licensing Requirements. “Material License” in the Concession Agreements means any permission, consent, license or approval that the concession holder must hold or obtain by any applicable law in order to operate and manage the airport and provide airport services, including the Aerodrome License from the MTM, the Aerodrome Certificate from the JCAA and the JCAA’s permission |
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to levy airport charges. A revocation of the JCAA’s permission to levy airport charges for cause attributable to the concession holder, or the failure to renew any other Material License within 30 days of revocation for cause attributable to the concession holder, is considered an event of default under the respective Concession Agreement. |
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Required Services. The concessions require the concession holder to provide the following airport, complementary and commercial services at the Montego Bay and Kingston airport, respectively: |
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handling of aircraft on land (including the movement, parking, maintenance and storage of aircraft and the supply of fuel, catering and other provisions to aircraft, but excluding directing aircraft from the landing strip and taxiways to the ramp); |
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handling of passengers, baggage, cargo, mail and other freight, including transfer to and from aircraft; |
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emergency and security facilities, equipment, personnel and services; |
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information services, car parking and refreshments for passengers; |
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ground transportation and transfer options; |
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leasing and management of the airport site; and |
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supply of consumer goods and services (including currency exchange services). |
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Reporting Requirements. Under the terms of the concessions, the concession holder is obligated to: |
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monitor and report on service levels achieved in respect of specified service areas; |
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provide quarterly unaudited financial statements and an annual report and audited financial statements, together with copies of all related directors’ and auditors’ reports; |
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provide semi-annual (or more frequently if required by and supplied to lenders on a more frequent basis) cash flow statement in respect of the Capital Development Program; |
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provide preliminary proposals as to yearly financing arrangements and an annual business plan; and |
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provide records of all passengers and freight using or passing through the airport as frequently as the AAJ may require (monthly for PACKAL). |
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Capital Investment Requirements. Every five years, the concession holder is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges applicable to their airport as justified by a Capital Development Program, justified by five-year estimates for traffic growth and investment commitments (including capital expenditures for capital projects and required maintenance at the respective airport). Under the terms of the Concession Agreements, upon the JCAA’s approval of a proposal for price increases, the concession holder has a commitment to fulfill the estimated capital expenditures in the Capital Development Program. |
The AAJ remains the owner of the land upon which the airport is sited, as well as the physical assets subject to the concession. The concession holder is required to maintain and manage the airport concession with the intent that AAJ or a successor operator would be able to take over the operation and management of the airport business at any time, including through the use of all reasonable endeavors to ensure that the AAJ or such other successor airport operator would have immediate access to all of its airport employees and assets. Following a termination of the concession, the concession holder is obligated to return to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport.
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AAJ Consent Requirements
Under the Concession Agreements, the concession holder requires the consent of the MTM and the AAJ if it wishes to expand its services into any business, activity, facility or service not permitted by the definition of “core airport services” in the Concession Agreement, which consent shall not be unreasonably withheld.
MBJA and PACKAL also require the consent of AAJ to:
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hold any shares, participation or any other ownership interest in any other undertaking (except for investments, including deposits, in the ordinary course of treasury management of the airport business); |
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enter into contracts or arrangements other than for the purpose of carrying on the airport business or other than on arm’s length terms; |
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enter into contracts imposing obligations or liabilities upon the concession holder which will not be fully performed or discharged prior to the expiry of the concession period; and |
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amend, vary or supplement (or grant a waiver in respect of) certain financing documents related to their respective Concession Agreement. |
AAJ’s Rights to Step In, Terminate or Grant a New Concession
As owner of the concession assets, the AAJ is entitled, upon seven days’ notice (or sooner in case of emergency) and for so long as may be required, to expel the concession holder from all or part of the airport site or to take over or take steps to carry on the operation and management of the airport or provision of airport services when:
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any concession holder event of default has occurred and is continuing, and any cure period provided therefor has expired without the event or circumstance being cured; |
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traffic at the airport will be materially disrupted and the concession holder is unable or unwilling to resolve the disruption promptly; |
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members of the public are unable to use the airport or its facilities safely and the concession holder is unable or unwilling to resolve the problem promptly; or |
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there is a material threat to national security or any other national emergency occurs (whether involving hostilities or otherwise). |
Upon a step-in by the AAJ, the AAJ will account to the concession holder for any revenues collected during the step-in period. Where the AAJ exercises its right to step in pursuant to any uncured concession holder event of default or because traffic at the airport will be materially disrupted and concession holder is unable or unwilling for any reason to resolve the disruption, the concession holder is required to bear all costs and expenses associated with the AAJ exercise of step-in, but not consequential losses. The concession holder is not liable for costs if there is step-in by the AAJ because of a material threat to national security.
The AAJ may terminate the Concession Agreement with the concession holder upon an event of default on the part of the concession holder, after which the AAJ must provide notice of its intention to serve a written termination notice and conduct up to 30 days of good-faith consultations to avoid termination, during which the concession holder fails to cure the event of default. Regardless of cause for termination, a termination fee is due to the concession holder upon termination or revocation of the concession, and the Concession Agreement limits the AAJ’s liability to such termination fee. However, the payment terms of the termination fee depend upon the cause: upon an event of default on the AAJ’s part, the termination fee is payable by the AAJ within three months, with an option to extend for up to twelve months with default interest, while if the event of default is on the concession holder´s part, the termination fee is payable by the AAJ in installments within twelve months.
The Jamaican government may grant new concessions to manage, operate, develop and construct airports. In the Concession Agreement, the concession holder acknowledges that the AAJ may also wish, at the expiry or termination of the concession period, to invite persons to tender for the right to provide all or some of the airport services at the airports. The concession holder may participate in such tenders, if interested, except to the extent that there has been an event of default attributable to the insolvency of the concession holders shareholders, in which case the concession holder would be disqualified from participating. However, in preparation for such tendering process, and regardless of whether the concession holder intends to participate in the tender, the concession holder would be obligated to provide access to employees, assets, books and records related to the airport business, and may not in any way prejudice or frustrate the transfer of the airport business. The Concession Agreement sets out the hand back procedures to be observed as the end of the concession period approaches and the dispute resolution mechanism for addressing objections by either party regarding the hand back. Under the agreement, the concession holder commits to assisting and advising the AAJ or any successor operator (subject to payment of reasonable remuneration and reasonable costs and expenses) in providing and operating the airport for up to six months following completion of the handover and must post a bond equivalent to the cost of the handback works for the six-month period.
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Jamaican Aeronautical Services Regulation
In Jamaica, charges levied on airlines and passengers are regulated by the JCAA using a price cap mechanism based on a forecast return on assets. Permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges, must be granted by the JCAA. Regulated aeronautical charges will be reviewed every five years. The following table sets the maximum rates for each of our Jamaican airports from 2020-2024:
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Year ended December 31, (1) |
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2020 |
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2021 |
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Montego Bay |
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15.71 |
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15.89 |
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16.09 |
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16.28 |
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16.47 |
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Kingston |
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22.47 |
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24.06 |
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25.72 |
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27.51 |
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29.41 |
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Expressed in U.S. dollars. |
According to the Airport Economic Regulation Act, that governs the tariff, if exceptional circumstances arise during a five-year period which may justify reconsideration of airport charges, the approved airport operator may submit an application to the Authority which shall, after conducting an investigation consider that application, taking into account the provisions in the concession agreement and could adjust the price cap or the capital expenditures.
The Airports (Economic Regulation) Act and the related 2021 Airport Expansion Fund Agreement require the airlines operating at the Montego Bay airport to collect the AIF fee of U.S.$5.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MTM. Subject to the MTM’s approval, MBJA may use these funds for additional capital investments not included in the Capital Development Program, as well as for interest expenses relating to the financing thereof. MBJA is required to commit to such new investments in exchange for the right to use the AIF funds. The MTM approval of collection of AIF funds at the Montego Bay airport was renewed on February 25, 2015 for the period ending April 11, 2030, unless otherwise revoked. The Runway Extension and Associated Works Project were approved by the MTM to be funded from the AIF with funds collected after April 11, 2015.
The Airports (Economic Regulation) Act and the related Airport Expansion Fund Agreement require the airlines operating at the Kingston airport to collect the AIF fee of U.S.$10.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MTM. All AIFs collected and all funds standing to the credit of the Expansion Account shall be the sole property and funds of the Government of Jamaica. The MTM approval of collection of AIF funds at the Kingston airport is valid from October 10, 2019 to December 31, 2030, unless otherwise revoked. PACKAL has no right or power to any funds collected with respect to the Expansion Account or the funds held to the credit thereof.
See “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues – Aeronautical Revenues.”
Other Regulation of Jamaican Concessions and Concession Assets
Jamaican Companies Act Restrictions
MBJA was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of the Montego Bay airport. MBJA’s constitutive documents bar the transfer of shares in MBJA to passenger or cargo airlines or persons broadly connected to them, other than AAJ or the Jamaican government. Under the shareholders’ agreement between DCA and Vantage, any transfer of MBJA shares to non-affiliates is subject to a right of first refusal.
PACKAL was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of the Kingston airport.
Reporting Requirements
Pursuant to the regulations under the Jamaican Civil Aviation Act, airport operators must report on compliance with operating procedures and safety measures. MBJA and PACKAL, as airports operators, are required to report to the JCAA any changes in conditions or other hazardous circumstances or occurrences at the airport, including: any reduction in the level of service or closure of any part of the movement area; any obstacle, obstruction or hazard; and any other condition that could affect aviation safety, as well as and what precautions are deemed warranted. MBJA and PACKAL are also obligated to provide reports to the JCAA on the results of internal audits of its safety management system, including inspections of the airport facilities and equipment and of the airport operator’s own administrative functions.
Both airports must report to the Jamaican government the number of passengers paying AIF and the amount of each transfer of AIF made during the previous month, as well as the payments related to the concession fee.
As a Jamaican registered company, MBJA and PACKAL are also required to file an annual report with the Companies Office of Jamaica
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reporting any changes in the ownership or management structure and notifying the registrar of any share transactions and changes in the value of shares during the prior year.
Jamaican Environmental Regulation
Operations at our Jamaican airports are subject to Jamaican laws and regulations relating to the protection of the environment. The major environmental law applicable to these operations is the National Resources Conservation Authority Act, which establishes the National Resources Conservation Authority (now part of the National Environmental Protection Agency) and its subsidiary legislation and regulations. Under the act, regulations have been enacted concerning discharge of pollutants into Marine Park’s waters, the regulating of air emissions, discharge and treatment of wastewater and sludge, safe storage of fuels and responses to industrial emergencies involving hazardous materials.
Other environmental laws of relevance to our Jamaican airports’ operations are the Noise Abatement Act, aimed at controlling noise (but with no specific reference to aeronautical noise), the Beach Control Act, addressing access to the shoreline; the Watersheds Protection Act, addressing water resource and soil conservation practices; and the Wildlife Protection Act, specifying protected species of fauna. Other related regulations are the Town and Country Planning Act, Public Health Act, Garbage Collection and Disposal Regulations, National Solid Waste Management Act and the Water Resources Act and Clean Air Act. In addition, our airports are also subject to common law principles of tort liability in the event of a nuisance claim resulting from environmental factors.
The legal framework of environmental liability applicable to our Jamaican airports’ operations is generally outlined above. The level of environmental regulation in Jamaica has increased in recent years, and the enforcement of environmental laws is becoming more stringent. For example, the National Solid Waste Management Act and the Water Resources Act each carry certain penalties of JMD1 million (approx. U.S.$7,747). We expect this trend to continue, but we do not expect that compliance with Jamaican environmental laws currently in effect will have a material adverse effect on our Jamaican airports’ results of operations or our financial condition. However, there can be no assurance 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.
COVID-19
The COVID-19 pandemic created important challenges for our airports in Jamaica as a result of the health and sanitary measures established by the health authority and necessary to ensure the safety and well-being of our passengers. These requirements led us to adapt the processes and activities of the Safety Management System to maintain compliance with ICAO’s SMS regulations. Some of these actions involved remote audits, remote training, and advisory meetings through digital means, among others.
84
ORGANIZATIONAL STRUCTURE
We have seventeen subsidiaries in Mexico: one operating subsidiary for each of our twelve Mexican airports; two subsidiaries (SIAP and CORSA) that provide administrative and operational services; one subsidiary (PCP) that provides parking services across our twelve Mexican airports; one non-profit foundation (Fundación GAP); and one operating subsidiary, (ADP), for hotel infrastructure, commercial businesses as VIP lounges, convenience stores and other services such as the installation of solar carport systems within the parking areas of our Mexican airports. We have one Spanish subsidiary (DCA) that holds our 74.5% stake in our Jamaican operating subsidiary (MBJA) for the Montego Bay airport, and one Jamaican subsidiary, PAC Kingston Airport Limited (PACKAL), that holds our concession for the Kingston airport since October 2019. We also have a holding company subsidiary in Brazil, GA del Pacífico Participações do Brasil LTDA, established in 2010 but thus far remaining inactive and with no capital contributions.
The following table sets forth our subsidiaries as of December 31, 2021:
|
Name of Company |
|
Jurisdiction of Organization |
|
Percentage Owned (1) |
|
|
Description |
|
|
Aeropuerto de Guadalajara, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Guadalajara International Airport |
|
Aeropuerto de Tijuana, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Tijuana International Airport |
|
Aeropuerto de Puerto Vallarta, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Puerto Vallarta International Airport |
|
Aeropuerto de San José del Cabo, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Los Cabos International Airport |
|
Aeropuerto de Hermosillo, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Hermosillo International Airport |
|
Aeropuerto del Bajío, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Guanajuato International Airport |
|
Aeropuerto de Morelia, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Morelia International Airport |
|
Aeropuerto de La Paz, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for La Paz International Airport |
|
Aeropuerto de Aguascalientes, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Aguascalientes International Airport |
|
Aeropuerto de Mexicali, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Mexicali International Airport |
|
Aeropuerto de Los Mochis, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Los Mochis International Airport |
|
Aeropuerto de Manzanillo, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Holder of concession for Manzanillo International Airport |
|
Desarrollo de Concesiones Aeroportuarias, S.L.U. |
|
Spain |
|
|
100 |
% |
|
Management administration, maintenance, servicing of all types of infrastructure |
|
MBJ Airports Limited |
|
Jamaica |
|
|
74.5 |
% |
|
Holder of concession for Montego Bay International Airport |
|
Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Provider of administrative services to our other subsidiaries |
|
Corporativo de Servicios Aeroportuarios, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Provider of operational services to our other subsidiaries |
|
Puerta Cero Parking, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Operator of car parking at our Mexican airports |
|
GA del Pacífico es do Brasil, LTDA |
|
Brazil |
|
|
100 |
% |
|
Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing) |
|
Fundación Grupo Aeroportuario del Pacífico, A.C. |
|
Mexico |
|
|
100 |
% |
|
Non-profit company incorporated in 2013 to manage charitable donations and social welfare activities |
|
Aerocomercializadora del Pacífico, S.A. de C.V. |
|
Mexico |
|
|
100 |
% |
|
Operator of commercial businesses such as VIP lounges, convenience stores and hotel infrastructure |
|
PAC Kingston Airport Limited |
|
Jamaica |
|
|
100 |
% |
|
Holder of concession for Kingston International Airport |
|
(1) |
We directly hold 99.99% of the shares in each of our Mexican operating subsidiaries. The remaining shares of SIAP are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other Mexican subsidiaries are held by SIAP. As a result, we directly or indirectly hold 100% of the shares of each of our subsidiaries except MBJA. |
PROPERTY, PLANT AND EQUIPMENT
Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the third, fifth and sixth floors of Torre Pacífico, from Guadalajara World Trade Center. In addition to our corporate offices in Guadalajara, we also lease office space in Colonia Polanco, in Mexico City from third parties.
Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our Mexican airports are owned by the Mexican government. Each of our Mexican 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 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the SCT and our compliance with the terms of our current concessions. Upon expiration of our Mexican concessions, the concession assets automatically revert to the Mexican government, 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.
85
Pursuant to MBJA’s Concession Agreement, the AAJ remains the owner of the land upon which the Montego Bay airport is sited, as well as the physical assets subject to the concession. MBJA’s concession for the Montego Bay airport is scheduled to terminate in 2033. Upon expiration of the Montego Bay airport concession, MBJA is obligated to hand back to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. There are no options for extending the concession in the Concession Agreement.
Pursuant to PACKAL’s Concession Agreement, the AAJ remains the owner of the land upon which the Kingston airport sits, as well as the physical assets subject to the concession. PACKAL’s concession for the Kingston airport is scheduled to terminate in 2044. Upon expiration of the Kingston airport concession, PACKAL is obligated to hand back to the AAJ all the assets, including all the improvements made to the airport facilities during the term of the concessions, will automatically revert in favor of AAJ and the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. The concession can be extended for an additional 5-year period in accordance with the Concession Agreement.
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, terrorism or similar events. Our Mexican airports carry a general Ps.3.0 billion insurance policy covering damage to our assets and infrastructure and a U.S.$500.0 million insurance policy covering personal and property damages to third parties. Our Mexican airports are covered by a Ps.500.0 million insurance policy covering damage to our property resulting from terrorist acts and a U.S.$150.0 million insurance policy covering personal and property damage to third parties resulting from terrorist acts. The Montego Bay airport carries a U.S.$325.3 million insurance policy covering property damage and business interruptions and losses and a U.S.$100.0 million insurance policy covering damage resulting from any single terrorist event. The Montego Bay airport also carries a U.S.$750.0 million annual insurance policy covering personal and property damage to third parties. The Kingston airport carries a U.S.$500.0 million insurance policy covering property damage and business interruptions and losses bodily injury. The Kingston airport also carries a JMD 10 million annual insurance policy for loss or damage as a result of the death and/or personal injury suffered by any employee.
|
Item 4A. |
Unresolved Staff Comments |
None.
|
Item 5. |
Operating and Financial Review and Prospects |
The following discussion should be read in conjunction with, and is entirely qualified by reference to, our audited consolidated financial statements prepared in accordance with IFRS, as issued by IASB, and the notes to those financial statements, which are included elsewhere in this annual report. It does not include all of the information included in our audited consolidated financial statements. You should read our audited consolidated financial statements to gain a better understanding of our business and our historical results of operations.
As a result of our taking over control of NMIA through our subsidiary, PACKAL, on October 10, 2019, our consolidated financial and operating information for the fiscal year ended December 31, 2019 includes the consolidation of PACKAL from October 10, 2019. Therefore, financial and operating information for the fiscal year ended December 31, 2019 may not be directly comparable with financial and operating information for other fiscal years.
OVERVIEW
We operate twelve airports in the Pacific and Central regions of Mexico pursuant to concessions granted by the Mexican government and two airports in Jamaica pursuant to concessions granted by the Jamaican government. The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, in 2019, 2020 and 2021, approximately 65.0%, 60.9% and 63.0%, respectively, of our total revenues were derived from aeronautical services (in 2019, 2020 and 2021 aeronautical services represented 73.7%, 74.7% and 76.6%, respectively, of the sum of our aeronautical and non-aeronautical revenues). Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volumes at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the SCT and JCAA, respectively. The system of price regulation that applies to our aeronautical revenues allows us to charge up to a maximum rate for each unit of traffic volume (which is measured in workload units) at each airport. Thus, increases in aeronautical services, such as passenger and cargo volume, and therefore the number of workload units that we handle, generate greater revenues.
We also derive revenue from non-aeronautical activities, principally related to the commercial services offered at our airports, such as the leasing of space to restaurants, retailers and service providers. Revenues from non-aeronautical activities are not subject to the system of price regulation established by the SCT and JCAA, respectively. Thus, our non-aeronautical revenues are primarily affected by the passenger volume at our airports and the mix of commercial services offered at our airports, the contracts that we have with the providers of those commercial services and our ability to increase the rates we charge to those service providers. While we expect that aeronautical revenues will continue to represent a majority of our future aeronautical and non-aeronautical revenues, growth of our revenues from commercial activities generally has exceeded the growth rate of our aeronautical revenues. As a result, in recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Mexican airports. We also expect to continue renegotiating agreements with terminal tenants to be more consistent with market practices and to recover the rights to certain non-aeronautical businesses at our airports previously or currently operated by third parties and developing new sources of non-aeronautical revenues through the direct operation of certain businesses such as our VIP lounges, advertising, convenience stores and car parking lots, among others. Also, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Non-Aeronautical Services – Recent Expansion and Development of Commercial Areas”.
86
Traffic at our airports may be adversely affected by external events, such as the COVID-19 pandemic, as well as increased levels of competition as a result of the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic and other Caribbean islands and destinations in Central America. In addition, we expect increased competition as a result of the government granting new concessions or amending existing permits for other airports that may compete with our airports. For more information, see “Item 3, Key Information – Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”
Recent Developments
Financing and Indebtedness
On March 1, 2022, we entered into an interest rate swap with Bank of Nova Scotia in order to hedge the risk the one-month LIBOR rate increasing on the two loans that MBJA has in U.S. Dollars for a total U.S.$58.0 million. U.S.$30 million that accrues interest at a rate of one-month LIBOR was swapped for a rate of 1.59%, until the expiration of the loan. The remaining U.S.$28 million was swapped for a rate of 1.785%, until the expiration of the loan. Changes in fair value will be recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the loans is recognized.
On March 17, 2022, we issued 50 million in long-term unsecured debt securities for a total of Ps.5,000.0 million with principal due at maturity. The issuance was made in two tranches: i) Ps.2,000.0 million were “GAP22” securities with a variable rate of TIIE-28 plus 18 basis points and maturity on March 11, 2027 and ii) Ps.3,000.0 million were “GAP22-2” securities with interest due every 182 days and a fixed annual rate of 9.67%. Maturity is on March 4, 2032. The proceeds of the issuance will be allocated for the Ps.1,500.0 million maturity payment of the “GAP17” debt securities and to fulfill our committed investments in Mexico for 2022.
On March 18, 2022, we successfully refinanced our U.S.$191.0 million in bank debt, for two additional years with the new maturities in January and March 2026. The refinancing was obtained from the same two banks that originally granted these loans. U.S.$ 95.5 million was refinanced by BBVA México, with interest payable monthly at a fixed annual rate of 2.45% and U.S.$ 95.5 million was refinanced by Scotiabank Inverlat, S.A, with interest payable monthly at a fixed annual rate of 2.64%.
Share Repurchases
At our Ordinary Shareholders’ Meeting held on April 27, 2021, our shareholders authorized a repurchase program for up to Ps.3,000 million for repurchases for the twelve months following the meeting. Subsequently, at our Ordinary Shareholders’ Meeting held on September 14, 2021, our shareholders authorized the use of an additional amount of up to Ps.2,000 million for share repurchases.
As of December 31, 2021, the number of repurchased shares in treasury amounted to 13,273,970. We resumed our share repurchases on February 28, 2022, under the repurchase programs authorized on April 27, 2021 and September 14, 2021 and repurchased 1,781,466 additional shares through April 15, 2022. As of April 15, 2022, we held 15,055,436 shares in treasury at an average price per share of Ps.232.44 for a total of Ps.3,499.5 million.
Cancellation of Treasury Shares and Conversion of Series BB Shares
At our April 27, 2021, Extraordinary Shareholders’ Meeting, our shareholders approved the cancellation of 35,424,453 Series B shares previously repurchased by us and held as treasury shares. Article Six, Clause 2 of our bylaws establishes that our series BB shares may only represent up to 15% of our authorized capital stock. Consequently, because of the cancellation of the Series B shares approved at our Extraordinary Shareholders’ Meeting and to comply with the provisions of our bylaws, on April 29, 2021, Bancomext, as trustee of the trust in which AMP’s Series BB shares are held requested the conversion of 5,313,668 Series BB shares held by the trust to Series B shares. On July 5, 2021, simultaneous processes were initiated with the CNBV for the cancellation of the 35,424,453 Series B shares held in treasury and the conversion to Series B shares of 5,313,668 Series BB shares held in the AMP trust by Bancomext. For a description of the AMP trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”
87
Developments related to the outbreak of the COVID-19
During 2021, the COVID-19 pandemic continued affecting our operations and passenger traffic, mainly during the first quarter. However, with the application of vaccines in Mexico and the United States, increased passenger confidence and demand for domestic and international travel, causing traffic to accelerate during the rest of the year and contributing to the significant recovery of results and cash flows for the year. Even though the results have been improving, we have been monitoring the indicators and impairment tests of long-lived assets, expected credit losses and recovery of deferred tax assets, and concluded that there were no significant impacts on our 2021 consolidated financial statements.
In 2021, we continued providing support to airlines and commercial clients according with our incentive program, in order to support their recovery from the adverse effects caused by the pandemic. With airlines, the incentive program provided discounts on airlines charges in accordance with the reactivation of previously existing routes and frequencies. In the case of commercial contracts, we granted monthly discounts on the guaranteed minimum rents, according to the percentage decrease in passenger traffic for each airport.
The COVID-19 outbreak, and measures taken to contain or mitigate it, have had, and may continue to have, adverse consequences for the global economy, including materially reducing demand for, and availability of, worldwide air travel and therefore has had, and may continue to have, a material adverse effect on our business and results of operations. COVID-19 led to travel restrictions imposed by governments, among other measures, flight cancellations, and a marked decline in passenger demand for air travel, domestically and worldwide. Among other adverse effects of the COVID-19 outbreak on our business, we experienced a decrease in passenger traffic (a 53.4% decrease for the period from April through December 2020, as compared to passenger traffic for the same period the previous year). Although passenger traffic in 2021 increased 57.1% as compared to 2020, 2021 passenger traffic was still down 11.8% as compared to 2019.
In 2021, we achieved positive cash flow from business operations, which was higher than our 2019 and 2020 cash flow. Cash and cash equivalents decreased by Ps.1,111.7 million, or 7.7%, from Ps.14,444.5 million in 2020 to Ps.13,332.9 million in 2021. As of March 31, 2022, the balance of our cash position was Ps.16,899.9 million, of which 39.6% was dollar-denominated, in order to fulfill our commitments with our employees, suppliers and creditors. Likewise, we monitored financial health indicators and performed tests for long-term asset impairment, expected credit losses and recovery of deferred tax assets, concluding that there were no significant impacts on our consolidated financial statements. Consequently, we reasonably anticipate that we will be able to meet all financial and operational obligations with our current cash and equivalents. We will continue to make decisions to face the adverse effects of the pandemic, seeking to adopt the measures necessary to preserve our liquidity and business continuity.
In addition, we continue complying with the health and safety protocols established by the authorities and agencies of each country in which we operate and are monitoring the developments of the COVID-19 outbreak closely. We have taken steps and implemented policies to safeguard our employees, businesses and communities surrounding our operations from the threats posed by the COVID-19 pandemic. We obtained the “Safe Travels” stamp granted by the World Travel and Tourism Council (WTTC), which certifies our commitment to comply with recommended COVID-19 health and hygiene protocols. Likewise, we were the first airport group in the world to certify all our airports in the Accreditation of Sanitary Measures for Airports (AHA) program by ACI (Airports Council International), this program helps evaluate the new sanitary measures and procedures implemented as a result of the COVID-19 pandemic in accordance with the recommendations issued by the ICAO Aviation Recovery Working Group (CART), in line with the sanitary protocols of the European Aviation Safety Agency (EASA) and the European Center for Disease Prevention and Control (ECDC).
We are unable to predict with certainty the impact of the COVID-19 outbreak on our business, clients, suppliers and employees, as well as on international air travel generally. We are also unable to predict the degree to which the COVID-19 outbreak may impact air travel demand in the domestic regions in which we operate, or whether continuous travel restrictions, as well as general population fears with respect to air travel, may have a materially adverse effect on our business and on our operating results. The global and domestic impact of the COVID-19 outbreak on our business will depend on its duration and its continuing impact on the world economy.
Fluctuation of the Peso
Because tariffs in U.S. dollars in Mexico are invoiced considering the average of the exchange rate for the 30 days prior to the date of a flight, a significant depreciation of the peso during the final two months of any year could result in our exceeding our maximum rates, which would be a violation of our concession and may require us to issue rebates to airline customers to avoid exceeding our maximum rates. As long as we are able to ensure that our revenues do not exceed our maximum rates, a depreciation in the peso has a positive effect on our revenues from a commercial and aeronautical operations perspective while an appreciation in the peso has a negative effect. Tariffs on international passengers and international flights and some of our contracts with commercial services providers are denominated in U.S. dollars, but only in the case of charges for international passengers and international flights are charges invoiced and collected in Mexican pesos. Therefore, depreciation in the peso against the U.S. dollar results in us collecting more pesos than before the depreciation, whereas appreciation of the peso results in us collecting fewer pesos, which may result in lower commercial revenues in the future, especially if the appreciation continues unabated or surpasses historic levels of appreciation. See “Item 3, Key Information – Risk Factors – Risks Related to Mexico – Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
88
During 2019, the peso/U.S. dollar exchange rate fluctuated, but the peso appreciated for the year and was Ps.18.84 per U.S. dollar on December 31, 2019. In 2020, the peso depreciated for the year and closed at Ps.19.95 per U.S. dollar on December 31, 2020. In 2021, the peso depreciated for the year and closed at Ps.20.58 per U.S. dollar on December 31, 2021. On April 15, 2022, the exchange rate was Ps.19.9530 per U.S. dollar.
Passenger and Cargo Volumes
The following table sets forth certain operating and financial information relating to certain of our revenues and passenger and cargo volumes in Mexico and Jamaica for the years indicated:
Passenger and Cargo Volumes
|
|
|
Year ended December 31, |
|
|
||||||||||||
|
|
|
2019(1) |
|
|
2020 |
|
|
2021 |
|
|
||||||
|
Macroeconomic indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Mexican GDP (2) |
|
|
|
(0.1 |
)% |
|
|
|
(8.2 |
)% |
|
|
|
5.0 |
% |
|
|
Change in Mexican CPI (3) |
|
|
|
2.8 |
% |
|
|
|
3.2 |
% |
|
|
|
7.4 |
% |
|
|
Change in U.S. GDP (4) |
|
|
|
2.2 |
% |
|
|
|
(3.5 |
)% |
|
|
|
6.9 |
% |
|
|
Change in U.S. CPI (5) |
|
|
|
2.2 |
% |
|
|
|
1.4 |
% |
|
|
|
7.0 |
% |
|
|
Passenger volumes (thousands of passengers) (6): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic terminal passengers in Mexico |
|
|
|
27,872.3 |
|
|
|
|
16,784.2 |
|
|
|
|
25,804.4 |
|
|
|
International terminal passengers in Mexico |
|
|
|
15,719.9 |
|
|
|
|
8,303.4 |
|
|
|
|
13,720.5 |
|
|
|
Mexican total terminal passengers |
|
|
|
43,592.2 |
|
|
|
|
25,087.6 |
|
|
|
|
39,524.9 |
|
|
|
Domestic terminal passengers in Jamaica |
|
|
|
12.4 |
|
|
|
|
2.3 |
|
|
|
|
1.2 |
|
|
|
International terminal passengers in Jamaica |
|
|
|
5,104.0 |
|
|
|
|
2,237.6 |
|
|
|
|
3,411.2 |
|
|
|
Jamaican total terminal passengers |
|
|
|
5,116.4 |
|
|
|
|
2,239.9 |
|
|
|
|
3,412.3 |
|
|
|
Total terminal passengers (thousands) |
|
|
|
48,708.5 |
|
|
|
|
27,327.5 |
|
|
|
|
42,937.2 |
|
|
|
Cargo volumes (thousands of cargo units) (6): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cargo units in Mexico |
|
|
|
2,145.6 |
|
|
|
|
2,080.9 |
|
|
|
|
2,572.9 |
|
|
|
Cargo units in Jamaica |
|
|
90.7 |
|
|
|
142.3 |
|
|
|
162.7 |
|
|
|||
|
Total workload units |
|
|
|
50,947.1 |
|
|
|
|
29,550.8 |
|
|
|
|
45,672.7 |
|
|
|
Other operating and financial information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in total terminal passengers |
|
|
|
8.4 |
% |
|
|
|
(43.9 |
)% |
|
|
|
57.1 |
% |
|
|
Change in total workload units |
|
|
|
8.0 |
% |
|
|
|
(42.0 |
)% |
|
|
|
54.6 |
% |
|
|
Aeronautical revenues (millions of pesos) |
|
Ps. |
|
10,547.7 |
|
|
Ps. |
|
7,225.7 |
|
|
Ps. |
|
11,984.0 |
|
|
|
Change in aeronautical revenues |
|
|
|
11.0 |
% |
|
|
|
(31.5 |
)% |
|
|
|
65.9 |
% |
|
|
Aeronautical revenues per workload unit |
|
Ps. |
|
207.0 |
|
|
Ps. |
|
244.5 |
|
|
Ps. |
|
262.4 |
|
|
|
Change in aeronautical revenues per workload unit |
|
|
|
2.8 |
% |
|
|
|
18.1 |
% |
|
|
|
7.3 |
% |
|
|
Non-aeronautical revenues (millions of pesos) |
|
Ps. |
|
3,771.5 |
|
|
Ps. |
|
2,448.1 |
|
|
Ps. |
|
3,662.4 |
|
|
|
Change in non-aeronautical revenues |
|
|
|
18.5 |
% |
|
|
|
(35.1 |
)% |
|
|
|
49.6 |
% |
|
|
Non-aeronautical revenues per terminal passenger |
|
Ps. |
|
77.4 |
|
|
Ps. |
|
89.6 |
|
|
Ps. |
|
85.3 |
|
|
|
Change in non-aeronautical revenues per terminal passenger |
|
|
|
9.3 |
% |
|
|
|
15.7 |
% |
|
|
|
(4.8 |
)% |
|
|
(1) |
Includes information for the Kingston airport for the period from October 10 to December 31, 2019. |
|
(2) |
In real terms, as reported by INEGI. |
|
(3) |
As reported by INEGI. |
|
(4) |
In real terms, as reported by the U.S. Bureau of Economic Analysis. |
|
(5) |
As reported by the U.S. Bureau of Labor Statistics. |
|
(6) |
Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit. One workload unit is equivalent to 100 kilograms (220 pounds) of cargo. |
Volumes in Mexico
The majority of the passenger traffic volume in our Mexican airports is made up of domestic passengers. In 2019, 2020 and 2021 approximately 63.9%, 66.9% and 65.3% of the terminal passengers using our Mexican airports were domestic. The total number of domestic terminal passengers for 2021 increased 53.7% as compared to 2020, and the total number of domestic terminal passengers in 2020 decreased 39.8% as compared to 2019. In addition, of the international passengers traveling through our Mexican airports, approximately 97.5% traveled on flights originating in or departing to the United States during 2021, as compared to 89.6% and 89.7% in 2020 and 2019, respectively. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by
89
U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending. Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.
In 2021, we had 39.5 million terminal passengers (25.8 million domestic and 13.7 million international), of which 112.5 thousand were on general aviation flights, and an additional 89.8 thousand were transit passengers. Approximately 30.7% of our transit passengers were handled at our Hermosillo airport.
Volumes in Jamaica
The majority of the passenger traffic volume in Jamaica is made up of international passengers. In 2021, approximately 99.9% of the terminal passengers using our Jamaican airports were international. Additionally, of the international passengers traveling through the Montego Bay and Kingston airport, approximately 91.1% and 71.2%, respectively, traveled on flights originating in or departing to the United States during 2021.
In 2021, MBJA had 2.6 million terminal passengers, of which approximately 11.3 thousand were on general aviation flights and an additional 7.3 thousand were transit passengers.
In 2021, NMIA had 830.5 thousand terminal passengers, of which approximately 6.2 thousand were on general aviation flights and an additional 0.09 thousand were transit passengers.
Classification of Revenues
We classify our revenues into three categories: (i) revenues from aeronautical services; (ii) revenues from non-aeronautical services; and (iii) revenues from improvements to concession assets. Historically, a majority of our revenues have been derived from aeronautical services; however, with the inclusion of revenues from improvements to concession assets, revenues from aeronautical services and from non-aeronautical services will account for a smaller percentage of total revenues. For example, in 2019, 2020 and 2021 with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 65.0%, 60.9% and 63.0%, respectively, of total revenues. In 2019, 2020 and 2021, with the inclusion of revenues from improvements to concession assets, non-aeronautical revenues represented 23.2%, 20.6% and 19.3%, respectively, of total revenues. Aeronautical revenues and non-aeronautical revenues, however, represented 73.7% and 26.3%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2019, 74.7% and 25.3%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2020 and 76.6% and 23.4%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2021. In 2019, 2020 and 2021, revenues from improvements to concession assets accounted for 11.8%, 18.5% and 17.7%, respectively, of our total revenues.
Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space in our airports to airlines and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).
Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores, providing commercial services at our airports (such as car rental agencies, food and beverage providers and retail and duty-free store operators), as well as advertising and fees collected from other miscellaneous sources, such as vending machines and timeshare developers. Additionally, we derive revenues from recovery of costs that are included in our non-aeronautical services.
Our revenues from improvements to concession assets represent the fair value of the additions and upgrades to the concession that we undertake in accordance with our Master Development Programs in Mexico and our Capital Development Programs in Jamaica. In exchange for making those additions and upgrades, the governments of Mexico and Jamaica grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange since we receive an intangible asset for the construction services we provide. Through a bidding process, we hire third parties to make the additions and upgrades. The amount of revenues for these services is equal to the costs of making the additions and upgrades since those values represent the fair value of the goods or services received as there is no profit margin stemming from these construction services. Although these revenues do not generate actual cash inflows, IFRS requires that they be recorded given that revenue generation is inherent in an exchange of dissimilar services, similar to a barter transaction. These revenues do not have a cash impact on our results.
For a detailed description of the components of our revenue categories, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues.”
90
Aeronautical Services Revenues
The following table sets forth our revenues from aeronautical services for the years indicated:
Aeronautical Revenues
|
|
|
Year ended December 31, |
|
|
||||||||||||||||||||||||
|
|
|
2019(1) |
|
|
2020 |
|
|
2021 |
|
|
||||||||||||||||||
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
|||||||||
|
|
|
|
(millions of pesos, except percentages and workload unit data) |
|
|
|||||||||||||||||||||||
|
Aeronautical Services Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passenger charges |
|
Ps. |
|
8,589.3 |
|
|
|
81.4 |
% |
|
Ps. |
|
5,929.6 |
|
|
|
82.1 |
% |
|
Ps. |
|
9,976.6 |
|
|
|
83.2 |
% |
|
|
Aircraft landing charges |
|
|
|
862.8 |
|
|
|
8.2 |
|
|
|
|
536.3 |
|
|
|
7.4 |
|
|
|
|
930.4 |
|
|
|
7.8 |
|
|
|
Aircraft parking charges |
|
|
|
174.4 |
|
|
|
1.7 |
|
|
|
|
140.6 |
|
|
|
1.9 |
|
|
|
|
225.4 |
|
|
|
1.9 |
|
|
|
Airport security charges |
|
|
|
263.4 |
|
|
|
2.5 |
|
|
|
|
193.1 |
|
|
|
2.7 |
|
|
|
|
303.1 |
|
|
|
2.5 |
|
|
|
Passenger walkway charges |
|
|
|
38.7 |
|
|
|
0.4 |
|
|
|
|
19.7 |
|
|
|
0.3 |
|
|
|
|
27.3 |
|
|
|
0.2 |
|
|
|
Leasing of space to airlines |
|
|
|
164.4 |
|
|
|
1.6 |
|
|
|
|
129.1 |
|
|
|
1.8 |
|
|
|
|
175.1 |
|
|
|
1.5 |
|
|
|
Revenues from complementary service providers (2) |
|
|
|
454.7 |
|
|
|
4.3 |
|
|
|
|
277.3 |
|
|
|
3.8 |
|
|
|
|
346.1 |
|
|
|
2.9 |
|
|
|
Total Aeronautical Services Revenues |
|
Ps. |
|
10,547.7 |
|
|
|
100.0 |
% |
|
Ps. |
|
7,225.7 |
|
|
|
100.0 |
% |
|
Ps. |
|
11,984.0 |
|
|
|
100.0 |
% |
|
|
Other Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total workload units (millions) (3) |
|
|
|
50.9 |
|
|
|
|
|
|
|
|
29.6 |
|
|
|
|
|||||||||||