UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number:
Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. |
(Exact name of Registrant as specified in its charter) |
(Translation of Registrant’s name into English) |
United States |
(Jurisdiction of incorporation or organization) |
Av. Patriotismo 201 Col. San Pedro de los Pinos, Ciudad de México, |
(Address of principal executive offices) |
Av. Patriotismo 201 Col. San Pedro de los Pinos, Ciudad de México, + |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol(s) | Name of each exchange on which registered |
The | ||
The |
* | Not for trading, but only in connection with the registration of ADSs, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
N/A |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Title of each class: | Number of Shares | |
Series B shares | ||
Series BB shares |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 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.
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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).
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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.
Accelerated filer ◻ | Non-accelerated filer ◻ | Emerging growth company |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ◻ | ⌧ | Other ◻ |
Indicate by check mark which financial statement item the registrant has elected to follow:
◻ Item 17 ⌧ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 185 | ||
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PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT AND NON-AUDIT FEES | 188 | ||
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 189 | ||
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 193 | ||
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
RISK FACTORS
Risks Related to the Regulation of Our Business
The Company provides a public service regulated by the Mexican government, and the flexibility in managing aeronautical activities is limited by the regulatory environment in which the Company operates.
The Company’s aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries. In 2021, 2022 and 2023, approximately 60.5%, 59.1% and 61.8%, respectively, of the Company’s total revenues, and approximately 76.1%, 76.0%, and 77.3%, respectively, of the sum of its aeronautical and non-aeronautical revenues were earned from aeronautical services, which are subject to price regulation under the Company’s maximum rates. These regulations may limit the Company’s flexibility in operating its aeronautical activities, which could have a material adverse effect on its business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to the Company’s operations that affect its profitability are authorized (as in the case of the Master Development Programs) or established (as in the case of maximum rates) by the Ministry of Infrastructure, Communications and Transportation for five-year terms. The Company generally does not have the ability to unilaterally change its obligations (such as the investment obligations under its Master Development Programs or the obligation under its concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, this price regulation system may be amended in the future in a manner that would cause additional sources of the Company’s revenues to be regulated.
The Company’s results of operations may be adversely affected by required efficiency adjustments to its maximum rates.
The Company’s 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 period ending December 31, 2020 and December 31, 2025, the maximum rates applicable to the Company’s airports reflect an annual efficiency improvement of 0.70%. Future annual efficiency adjustments will be determined by the Ministry of Infrastructure, Communications and Transportation 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—Revenue Regulation—Methodology for Determining Future Maximum Rates.” We cannot provide assurance that we will achieve efficiency improvements sufficient to maintain or increase our operating income as a result of the progressive decrease in each of our airport’s maximum rate.
1
On October 4, 2023, the Company received a notification from the Mexican Federal Civil Aviation Agency, a deconcentrated entity of the Ministry of Infrastructure, Communications and Transportation, informing the amendment of the terms of the tariff base regulation (Bases de Regulación Tarifaria) set forth in Annex 7 of the Company’s concessions, which was further modified on October 19, 2023. The amendment to the terms of Annex 7 of the Company’s concessions will modify the maximum annual tariffs that each of our airports can charge for their services. Following the announcement by the Mexican Federal Civil Aviation Agency to modify the terms of the tariff base regulation of our concessions, our stock price on the Mexican Stock Exchange declined by 26% from October 4, 2023, to October 5, 2023. We cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.”
The Company cannot predict how the regulations governing the business will be applied.
Many of the laws, regulations and instruments that regulate the Company’s business were adopted or became effective in 1999, and there is only a limited history and examples that would allow the Company to predict the impact of these legal requirements on its future operations. Mexican law establishes ranges of sanctions that might be imposed should the Company fail to comply with the terms of one of its concessions, the Mexican Airport Law and its regulations or other applicable laws. The Company cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. It may encounter difficulties in complying with these laws, regulations and instruments.
Although the Master Development Programs and maximum rates through 2025 have been set, the Company cannot predict what the Master Development Program for 2026 and following years will establish. When determining the maximum rates for the next five-year period (from 2026 to 2030), the Ministry of Infrastructure, Communications and Transportation may be solicited by different entities (for example, the Antitrust Commission) to modify the maximum rates, thus reducing the Company’s profitability. The laws and regulations governing the business, including the rate-setting process and the Mexican Airport Law, may change in the future or be applied or interpreted in a way that could have a material adverse effect on the Company’s business, results of operations, prospects and financial condition.
Additionally, on October 16, 2019, the Ministry of Infrastructure, Communications and Transportation established the Mexican Federal Civil Aviation Agency, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). The Mexican Federal Civil Aviation Agency is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. The Mexican Federal Civil Aviation Agency was formally established on February 26, 2021, and while the internal regulations and operation manuals further enacted did not change materially with respect to the previous ones, the Company cannot predict the actions that the Mexican Federal Civil Aviation Agency will take in the future, or the effect of any such actions on its business.
In 2014, Mexico enhanced its Federal Antitrust Law (Ley Federal de Competencia Económica), significantly empowering the Antitrust Commission with broader regulatory powers, including overseeing essential facilities and enforcing market competition. This included the ability to enforce changes in business operations that could notably affect companies, especially concerning mergers, anti-competitive behavior, liabilities, and fines. Specifically, the Antitrust Commission recognized the allocation of flight slots at Mexico City International Airport as an essential service due to its impact on flight schedules and market competition. To address the observed inefficiencies and anti-competitive effects, the Antitrust Commission issued corrective measures in 2017. However, subsequent regulatory amendments and guidelines from the Ministry of Infrastructure, Communications and Transportation were found inadequate and contradicting these measures by the Antitrust Commission. This led to a legal dispute over the regulatory authority on slot allocation, culminating in the Mexican Supreme Court’s ruling against the Antitrust Commission in November 2019.
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Even though none of its airports have been declared congested as of the date of this report, the Company cannot predict whether or when this will happen. Similarly, it cannot predict whether the Antitrust Commission will declare any of its airports, or any complementary or commercial service provided at the airports, as essential services, and consequently, establish rules, recommendations, guidelines or conditions that could limit or restrict the Company’s aeronautical and/or non-aeronautical revenues.
On May 3, 2023, the Mexican government published a decree amending the Airports Law (Ley de Aeropuertos) introducing several changes including (i) changing the administrative nature of the Mexican Federal Civil Aviation Agency from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the Mexican Federal Civil Aviation Agency over civil aviation matters, which were previously assigned to the Ministry of Infrastructure, Communications, and Transportation, including the issuance of technical and administrative regulations applicable to the Master Development Programs; (iii) coordinating security regulations to restore Mexico’s FAA safety rating to Category 1 (which was recovered in September, 2023); (iv) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management, operation, and, if applicable, construction of airports; (v) notifying the Ministry of Infrastructure, Communications, and Transportation or the Mexican Federal Civil Aviation Agency of any amendments to their bylaws, early dissolution, change of purpose, merger, transformation, spin-off and any transfer of shares, even if these do not result in a change of control of the concessionaire; and (vi) establishing that the concession can be terminated if sanctions are imposed more than twice for the same violation, including exceeding an airport’s maximum rate, during a 10-year period. As of the date of this filing, we cannot determine whether these amendments could affect the Mexican economy or our operations.
The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.
The regulations applicable to the Company’s aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that the Company may earn at that airport from services subject to price regulation.
On November 30, 2020, the Ministry of Infrastructure, Communications and Transportation approved, based on the terms of the Company’s concessions, the maximum rates for its airports from January 1, 2021 through December 31, 2025. For a discussion of the framework for establishing its maximum rates and the application of the rates, see “Item 4. Information on the Company—Regulatory Framework—Revenue Regulation.”
The Company’s 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), excluding fuel). Although the Company is entitled to request additional adjustments to an airport’s maximum rates under certain circumstances including, among others, required capital investments not foreseen in the Master Development Programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by the Company, its concessions provide that such a request will be approved only if the Ministry of Infrastructure, Communications and Transportation determines that certain limited events specified in the concessions have occurred. Therefore, such a request may not be granted in the future. If a request to increase an airport’s maximum rates is not granted, and the Company is impacted by the circumstances that led to the request, its results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline.
Under the terms of the Company’s concessions, there is no guarantee that the results of operations of any airport will be profitable. The Company may not realize its expected return on investment from investments under the Master Development Programs.
3
The Company business is dependent upon international regulations that affect Mexican airlines.
The FAA evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the International Civil Aviation Organization (“ICAO”).
On May 25, 2021, the FAA announced that, following an assessment of the Mexican Federal Civil Aviation Agency, it had determined that Mexico was not in compliance with international safety standards set by ICAO, and as a result, downgraded Mexico’s aviation safety from Category 1 rating to an International Aviation Safety Assessment (“IASA”) Category 2 rating.
The FAA had previously downgraded Mexico’s aviation safety rating from a Category 1 rating to a Category 2 rating on July 30, 2010, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency) between January and July 2010. However, on September 14, 2023 the FAA restored Mexico’s Category 1 aviation safety rating.
The consequences of the above-mentioned downgrades were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States. Notwithstanding that FAA restored Mexico’s Category 1 aviation safety rating, Mexico’s rating can be downgraded again in the future, and we cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.
In 2021, 2022 and 2023, 5.0%, 3.0%, and 3.3% respectively, of our total passenger traffic, corresponded to passengers who traveled through our airports on flights to or from the United States operated by Mexican Airlines. The Company cannot be certain of how long this rating will be maintained and we cannot predict what impact a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.
If the Company exceeds the maximum rate at any airport at the end of any year, it could be subject to sanctions.
Historically, the Company has set the tariffs it charges for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year. For example, in 2023, the revenues subject to maximum rate regulation represented approximately 97.5% of the amounts the Company was entitled to earn under the maximum rates for all of its airports. The Company may not be able to establish tariffs in the future that allows it to collect substantially all of the revenues it is entitled to earn from services subject to price regulation.
The specific tariffs the Company charges for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican Producer Price Index (excluding fuel), the Mexican Consumer Price Index and the value of the peso relative to the U.S. dollar. These variables are outside of the Company’s control. The Company’s projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause the Company to exceed the maximum rate at any one or more of its airports during that year.
If the Company exceeds the maximum rate at any airport at the end of any year, the Ministry of Infrastructure, Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed more than two times for the same cause, during a term of 10 years.
In the event that any one of the Company’s concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see “Item 4. Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”
Depreciation of the peso may cause the Company to exceed the maximum rates.
The Company aims to charge prices that are as close as possible to its maximum chargeable rates, and it is entitled to adjust the specific tariffs only once every six months for inflation (or earlier upon a cumulative increase of 5%
4
in the Mexican Producer Price Index (excluding fuel)). However, the Company generally collects passenger charges from airlines 30 to 60 days following the date of each flight. The tariffs for the services that it provides to international flights or international passengers are generally denominated in U.S. dollars but are paid in Mexican pesos (or “pesos”) based on the average exchange rate for the month prior to each flight. Accordingly, depreciation of the peso, particularly late in the year, could cause the Company to exceed the maximum rates at one or more of its airports, which could lead to the imposition of fines and the subsequent termination of one or more of its concessions.
The peso has historically experienced significant volatility. From December 31, 2021 to December 31, 2022, the peso appreciated by approximately 5.0%, from Ps.20.51 per U.S.$1.00 on December 31, 2021 to Ps.19.50 per U.S.$1.00 on December 30, 2022. From December 31, 2022 to December 31, 2023, the peso appreciated by approximately 13.3% from Ps.19.50 per U.S.$1.00 to Ps.16.90 per U.S.$1.00. On April 19, 2024, the exchange rate was Ps.17.21 per U.S.$1.00.
The Mexican government may terminate or reacquire the concessions under various circumstances, some of which are beyond the control of the Company.
The Company’s concessions are its principal assets, and it would be unable to continue operations without them. A concession may be revoked by the Mexican government for certain prescribed reasons, including the failure to comply with the Master Development Programs, a temporary or permanent halt in the Company’s operations, actions affecting the operations of other concession holders in Mexico, the failure to pay damages resulting from its operations, the failure to keep the rates from exceeding its maximum rates or the failure to comply with any other material term of its 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 more than two times for the same cause, during a term of 10 years. Violations of other terms of a concession can result in the immediate termination of the concession. The concessions may also be terminated upon the Company’s bankruptcy or insolvency. Violations of the Mexican Airport Law, its regulations or other federal regulations could result in similar sanctions. In the event that any one of the Company’s concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see “Item 4. Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”
Under applicable Mexican law and the terms of the Company’s concessions, its concessions may also be made subject to additional conditions, including under the renewed Master Development Programs, which the Company 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 terminate one or more of the 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. 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 the Company to implement certain changes in its operations. In the event of a reversion of the public domain assets that are the subject of the concessions, the Mexican government under Mexican law is required to compensate the Company for the value of the concessions or added costs based on the results of an audit performed by appraisers or, in the case of a mandated change in the Company’s operations, the cost of that change. Similarly, in the event of an assumption of the Company’s operations, other than in the event of war, the government is required to compensate it and any other affected parties for any resulting damages. The Company may not receive compensation equivalent to the value of its investment in or any additional damages related to its concessions and related assets in the event of such action.
In the event that any one of the Company’s concessions is terminated, whether through revocation or otherwise, its other concessions may also be terminated. Thus, the loss of any concession would have a material adverse effect on the business and results of operations.
The Mexican government could grant new concessions that compete with the airports operated by the Company.
The Mexican government could grant additional concessions to operate existing government-managed airports or authorize the construction of new airports as well as directly operate, through the Ministry of National Defense or the Ministry of the Navy, concessions that may compete directly with the airports operated by the Company.
On February 5, 2014, the Mexican government announced in the Federal Official Gazette that the Ministry of Infrastructure, Communications and Transportation granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles). The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V. The airport has an ICAO Category 3C rating and could present competition to the Company’s airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua. On January 31, 2024, the State of Chihuahua announced that the airport started operations for general aviation flights with an annual capacity of up to 20,000 passengers per year. The airport is expected to have an annual capacity to serve up to 80,000 passengers per year during the first five years of operations and later increase its capacity to serve up to 250,000 passengers per year. As of the date of this report, the Company cannot predict whether the Bocoyna airport will materially affect our results of operations or financial performance.
During the fourth quarter of 2023 and the first quarter of 2024, the Ministry of Infrastructure, Communications and Transportation awarded several airport concessions to state-owned companies in which the Mexican military holds the majority interest either through the Ministry of National Defense (Secretaria de la Defensa Nacional) or the Ministry of the Navy (Secretaria de Marina). As a consequence of these recent awards, Mexico’s military has now consolidated its presence as an airport operator which, as of the date of this report, oversees 20 airports in Mexico including Mexico City International Airport and the Felipe Angeles International Airport, according to press releases made by the Ministry of National Defense and the Ministry of the Navy.
In the future, the Company might encounter competition from Aeropuerto del Norte, an airport near Monterrey, which was operated by a third party pursuant to a concession. The concession held by this third party has recently expired, and it remains uncertain whether a new concession will be granted to a private third party or to a state-owned company, as it has been the trend recently. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo León has requested in the past that the Ministry of Infrastructure, Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. On December 26, 2023, the Mexican President announced that the concession of this airport will be granted to the Ministry of National Defense and that it intends to expand its current commercial aviation operations. As of the date of this report, we cannot assure how this new proposal from the President, if approved, would materially affect our results of operations or financial performance.
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Any competition from such airports could have a material adverse effect on the Company’s business, results of operations, prospects and financial condition.
Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, the Company may not participate in such a process, or it may not be successful if it were to participate. See “Item 4. Information on the Company—Regulatory Framework—Grants of New Concessions.”
The Ministry of Infrastructure, Communications and Transportation could require the Company to monitor certain aircraft movements at its airports that the Company does 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 the Company to monitor certain aircraft movements at its airports that the Company does not currently control, which could result in increased costs. SENEAM may require the Company to manage and control aircraft movements in and out of its arrival and departure gates and remote boarding locations at its airports. Should SENEAM require the Company to control, or if the Company, for efficiency purposes, requests to control, these aircraft movements directly at any or all of its airports in the future, the Company’s 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 and decrees applicable to the Company could have a material adverse impact on the results of operations.
In recent years, the Mexican government has implemented changes to the tax laws applicable to Mexican companies, including the Company. The terms of the Company’s concessions do not exempt it from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in the Company having significantly higher income tax, the Company will be required to pay higher amounts due pursuant to any such changes, which could have a material adverse impact on its results of operations. In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on the Company’s business, results of operations, prospects and financial condition.
On December 27, 2016, the Ministry of Finance and Public Credit announced an increase, effective January 1, 2017, in the maximum gasoline and diesel prices to be applied in certain regions of Mexico, which caused an increase of gasoline prices of up to 20% in those areas. Furthermore, in November 2017, the Mexican Government removed price controls on gasoline and diesel, and such removal remains in place as of today. The removal of price controls and the resulting price increases led to widespread protests across Mexico. The Company cannot predict the effect of changes in gasoline and diesel prices, and any related political and social unrest, on the Mexican economy or whether the Mexican Government may alter its strategy for price liberalization in the future.
On May 1, 2019, the Mexican Government published significant reforms in the Federal Official Gazette to the Mexican Federal Labor Law. These changes include the creation of courts specializing in labor law and protections to the collective rights of workers and union rights. As a result of these reforms, employees cannot be forced to join a union and more than one union can exist in every workplace. Currently, all unionized Company employees, who are employed by our airport subsidiaries, are represented by a national union of airport workers that operates throughout Mexico. To the extent unionized airport workers seek to create or join new unions, and/or materially modify the conditions agreed with the Company and with other Mexican airport operators, the Company’s operations could be adversely affected by union activities, including organized strikes or other work stoppages. The Company cannot predict how these developments may affect the Company’s results of operations or its financial condition. Any increased demands by the Company’s unionized workers may lead to higher labor costs, which could have a negative impact on its results of operations. For more information, see “Collective labor conflicts in Mexico could have an adverse impact on our results of operations” and “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.”
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As part of the current Federal Administration’s effort to protect worker’s rights, on October 23, 2019, NOM-035-STPS-2018 became effective. This NOM seeks to identify and prevent psychosocial risk factors in the workplace and promote a favorable work environment. Some of the obligations set forth in this NOM include the creation of internal policies to prevent psychosocial risks, such as workloads, excessive work hours and shift rotations, negative interference in family life, negative leaderships in the workplace and violence in the workplace. While the Company has complied with the NOM provisions, the Company cannot predict whether its employees will eventually claim that the Company violated any of the provisions under the NOM. Any claims against the Company filed by its employees may lead to higher labor costs, which could have a negative impact on our results of operations. For more information, see “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.”
In December 2019, the Mexican government published several amendments to the Income Tax Law, Value Added Tax Law, Excise Tax Law and the Federal Tax Code, most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in the past few years and its main purpose is to tackle tax evasion by strengthening tax authorities’ control mechanisms. These amendments imposed stringent restrictions on the deductibility of certain expenses, such as a new earnings-stripping rule applicable to net interest, and the non-deductibility of payments to related parties that are deemed subject to preferential tax regimes or by means of structured arrangements, introduced regulations regarding hybrid mismatches and added amendments to the tax treatment applicable to tax transparent foreign entities or arrangements, all of which could affect our operating results. None of these amendments significantly impacted our operating results in subsequent years.
The 2020 tax reform also introduced a new mandatory disclosure regime aimed at tax advisors, for purposes of reporting and monitoring specific tax schemes referred to in article 199 of the Federal Tax Code.
On January 11, 2021, the Mexican Government published reforms to Article 311 of Mexican Federal Labor Law and NOM-037-STPS-2023, regulating remote working conditions. As a result of these reforms, employees that work more than 40% of their work hours from home or from any other place that is not the applicable company’s domicile without supervision or guidance from the employer have new rights and obligations. These new rules also set forth new obligations for employers. For example, employers must now provide the necessary tools and services for employees to fulfill their jobs. This reform became effective as of January 12, 2021. While, as of the date of this report, the Company no longer implements a work from home policy, we cannot determine whether these developments could affect the Company’s results of operations in the future.
On April 23, 2021, the Mexican government published a decree pursuant to which several amendments were made to the Federal Labor Law, Income Tax Law, VAT Law, among others, in order to prohibit outsourcing of personnel, limit contracting and amending profit-sharing rules. The amendments became effective April 24, 2021, except for certain legal provisions that became effective August 1, 2021. Among the most important amendments made were: (i) prohibition of outsourcing of personnel, however the provision of specialized services or the execution of specialized works (through external providers or companies within the same business group) is still allowed, only to the extent the services provided are not part of the corporate purpose or the primary economic activity of the company receiving the services; (ii) joint and several liability of companies hiring specialized services with a contractor who fails to comply with its labor obligations; (iii) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (iv) increase in fines for violation of the rules; and (v) payments related to contracting of personnel will not be deductible for income tax purposes and the Value Added Tax corresponding to these payments will not be accredited. In order to comply with the new regulations, the Company transferred certain employees to its airport subsidiaries, terminated certain contracting services contracts and ensured that its remaining contracted service providers complied with the new regulation. None of these regulatory amendments nor the actions the Company took in response thereto had any material impact in the Company’s results of operations or its financial condition, and we do not expect any material impacts in the future.
8
On March 10, 2021, a decree amending certain terms of the Electric Industry Law (“EIL”) became effective. The amendments aim to strengthen the state-owned utility Comisión Federal de Electricidad (“CFE”). The amendment includes, among others, (a) modifications to the order of priority of dispatch to the national electric grid; (b) modifications to the granting of permits referred in the EIL, which will now be subject to the planning criteria issued by the Ministry of Energy; and (c) powers granted to the Energy Regulatory Commission (“CRE”, for its acronym in Spanish) to revoke vesting self-supply contracts. The EIL amendments have been subject of numerous amparo lawsuits before federal courts in Mexico, in which judges have granted general injunctions, suspending the effects of the EIL amendments, for the benefit of anyone affected by the amendments, until a ruling on the merits of the amparo lawsuits is issued by the competent courts. Furthermore, the EIL’s constitutionality was judicially challenged by the Mexican Federal Antitrust Commission (Comisión Federal de Competencia Económica) and local governments, and through an unconstitutionality proceeding (acción de insconstitucionalidad) filed by two-thirds of the Mexican Senate. However, the Mexican Supreme Court dismissed the action of unconstitutionality and the constitutional challenges for lack of sufficient votes to proceed with these actions. On February 1, 2024, the Mexican Supreme Court granted six injunction proceedings (amparos) against the amendments to the EIL and declared the amendments unconstitutional.
On September 30, 2021, the Mexican federal executive branch presented a bill before the House of Representatives (Cámara de Diputados) to amend Articles 25, 27 and 28 of the Mexican Constitution, which bill proposed changes to the legal framework that governs CFE and the Mexican power industry generally. The bill was vetoed by the House of Representatives as of April 17, 2022 and will not go into effect.
In addition, in 2017 we entered into a self-supply agreement (“SSA”) under the self-supply (“autoabasto”) legal figure, with a wind electricity generator, which expires in 2028. In 2023, approximately 79% of the total electricity consumption of the Company was supplied under this agreement. As of the date of this report, we cannot predict how these amendments to the EIL and the proposed bill to amend the Constitution will affect the SSA if they ever become effective.
Separately, upon the enactment of the Mexican Federal Antitrust law Law (Ley Federal de Competencia Económica) on May 23, 2014, the law granted broad powers to the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) (“COFECE”), including the abilities to investigate and regulate essential facilities, investigate companies, eliminate barriers to competition in order to promote access to the market and order the divestment of assets. The law also set forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law, since COFECE’s decisions may only be challenged through indirect appeal (amparo indirecto).
On March 28, 2023, the Mexican President presented to Congress an initiative to reform various federal laws. The bill provides, among others, additional grounds for the Mexican government to revoke concessions and permits. It also provides a mechanism to speed up private property expropriation. As of the date of this report, we cannot assure you how such bills, if passed, would affect our operations and competitiveness in the Mexican market.
On May 3, 2023, the Mexican government published a decree amending the Airports Law (Ley de Aeropuertos) See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The Company cannot predict how the regulations governing the business will be applied.” As of the date of this filing, we cannot determine whether these amendments could affect the Mexican economy or our operations.
On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law (Ley Federal de Derechos). The amendments included the increase in the fee paid by airport concessionaires to the federal government from 5% to 9%. The excess concession tax payments related to aeronautical activities made during 2024 and 2025, will be incorporated as an addition to the reference value in the following ordinary review from 2026 to 2030. The excess payments corresponding to the regulated revenues for the following years, will be incorporated to the maximum tariff formula, as per the maximum rate regulation.
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On February 5, 2024, the Mexican President proposed to the Chamber of Deputies 18 amendments to the Mexican constitution (“the 2024 Constitutional Package”). The 2024 Constitutional Package includes, among other amendments (i) the establishment of the National Guard as a permanent armed force, (ii) amendments to criminal laws, including those related to drug trafficking, extortion and tax fraud, (iii) social security reforms, (iv) minimum wages for teachers, doctors and nurses, police officers, national guard and members of the armed forces, (v) establishing universal and free medical care to citizens, (vi) several reforms to the Federal judicial branch, including the voting mechanism to elect Supreme Court judges, (vii) reforms to the federal elections procedure, and the (viii) dissolution of certain regulatory entities such as the COFECE.
The introduction of the 2024 Constitutional Package by the Mexican President to the Chamber of Deputies represents the first phase of the legislative process to approve constitutional amendments, for which the Mexican Congress members must issue a qualified majority (two-thirds) vote. Once approved by the Mexican Congress, the amendments, must be approved by a simple majority (half plus one) of the legislatures of each of the federative entities. To approve the 2024 Constitutional Package, the parliamentary group of President Andrés Manuel López Obrador would require the support of the opposition parties as it does not have a qualified majority in the Chamber of Deputies nor in the Senate. As of the date of this report, we cannot assure you how such initiatives, if passed, would affect our operations and competitiveness in the Mexican market, or result in economic or political conditions that could materially and adversely affect our business.
Risks Related to Our Operations
Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.
Events such as the conflicts in the Middle East and terrorist attacks worldwide have in the past negatively affected the frequency and pattern of air travel worldwide.
On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region has continued as of the date of this report. The military conflict has since caused significant volatility in commodity prices (including, but not limited to fuel), credit and capital markets, as well as supply chain interruptions. The extent and duration of the military action resulted in market and supply chain disruptions. Any general increase of hostilities in the region as a consequence of this military conflict, even if not made on or targeted directly at the air travel industry, or the fear of or the precautions taken in anticipation of any potential military attacks such as elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations, among others, (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry as a result of new security requirements and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.
Geopolitical conflicts, including the ongoing military conflict involving Russia and Ukraine and the resulting economic sanctions imposed on Russia and certain Russian citizens and enterprises, could also cause significant disruptions in supply chains across the world, which may have a material adverse effect on the travel industry and therefore our business, financial condition, cash flows and results of operations. See also “Variations in international fuel prices could directly or indirectly adversely affect our business and results of operations.”
On October 7, 2023, Hamas, a terrorist group in control of Gaza, carried out a surprise attack on Israeli cities and towns near the Gaza strip. Following this terrorist attack, Israel declared war on Hamas and other terrorist organizations in Gaza. On April 13, 2024, Iran launched explosive drones and fired missiles on Israeli territory, a retaliatory strike that raised the threat of a wider regional conflict as retaliation for an Israeli strike on an Iranian consular building in Damascus, Syria, which killed members of the Islamic Revolutionary Guard Corps. On April 18, 2024, the United States announced new sanctions imposed to Iran in retaliation for its recent aerial attack against Israel. The military conflicts are ongoing, and their length and outcome are highly unpredictable. Further escalation of these conflicts and the related economic sanctions imposed as a result of these conflicts could lead to significant market and other disruptions, which could have a material adverse effect on our business, financial position, results of operations and cash flows.
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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, armed groups, further conflict in the Middle East or Ukraine, pandemics or outbreaks of health epidemics such as COVID-19 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.
The outbreak of COVID-19 has had, and any similar outbreaks could have, a negative impact on the global economy and on our business, operations and results.
The outbreak, and measures taken to contain or mitigate the coronavirus (“COVID-19”), had dramatic adverse consequences for the global economy, including demand, operations, supply chains and financial markets. COVID-19 led to travel restrictions imposed by governments (including the Mexican Government), flight cancellations, and a marked decline in passenger demand for air travel, domestically and worldwide.
Due to the economic recovery from the COVID-19 pandemic in the airports in which we operate, the total passenger traffic in our airports increased during 2022 and 2023, mainly due to the efficacy of vaccination programs worldwide, and the easing of restrictive travel policies in various parts of the world. However, the full extent of the ongoing impact of COVID-19 on the Company’s longer-term operational and financial performance will depend on future developments, including those outside our control related to the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted. The COVID-19 pandemic had a material impact on the Company, and any potential reduced air travel demand as a result thereof could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity.
Our revenues are highly dependent on levels of air traffic, which depend on factors beyond our control.
Passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including pandemic outbreaks, seasonality, severe or extreme weather, economic conditions in Mexico, the United States or globally, the political situation in Mexico and elsewhere in the world, the attractiveness of the destinations of our airports relative to that of other competing destinations, fluctuations in fuel prices (which could cause airlines to increase tariffs and have a negative impact on traffic as a result of increased fuel costs), changes in regulatory policies applicable to the aviation industry and an increase or decrease in Mexican airlines’ fleets, among others.
Our revenues are closely linked to both passenger and cargo traffic volumes and to 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. Any decreases in passenger and cargo traffic volumes and the number of air traffic movements to or from our airports as a result of these factors could adversely affect our business, results of operations, prospects and financial condition.
Our business could be adversely affected by global political developments, particularly with regard to U.S. policies toward Mexico.
Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies governing foreign trade and foreign relations could create uncertainty in the international markets and could have a negative impact on the Mexican economy and public finances. This correlation is due, in part, to the high level of economic activity between the two countries generally, including the trade facilitated by the North American Free Trade Agreement (“NAFTA”), as well as physical proximity.
On October 1, 2018, Mexico announced that it had reached an agreement with Canada and the United States to modernize their free trade relationship and replace NAFTA. The new agreement, which is known as the United States Mexico Canada Agreement (USMCA), was formally signed on November 30, 2018 and entered into force on July 1, 2020.
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Furthermore, in September 2017, the U.S. administration announced its plan to phase out the Deferred Action for Childhood Arrivals program (“DACA”), which allows certain individuals who entered the U.S. as undocumented minors to defer immediate deportation and to be eligible for a work permit. Because the majority of individuals who benefit from this program are from Mexico, terminating the program may affect relations between Mexico and the U.S., as well as transit between the two countries. On July 16, 2021, the U.S. District Court for the Southern District of Texas issued a ruling partially suspending DACA. The ruling permits the continued processing of DACA renewals but does not allow for any new applications to be granted. The DACA final rule took effect on October 31, 2022, pursuant to which the United States administration will accept and process renewal DACA requests and accompanying requests for employment authorization, so long as they are consistent with court orders and any ongoing partial stay (such as the ruling from the U.S. District Court for the Southern District of Texas). While the new rule will apply to applications considered as of October 31, 2022, currently valid grants of DACA, related employment authorization, and advance parole will continue to be recognized as valid under the final rule. On September 13, 2023, the U.S. District Court for the Southern District of Texas issued a decision finding the DACA Final Rule unlawful and expanding the original July 16, 2021 injunction and order of annulment to cover the Final Rule. We cannot assess the impact DACA may have on particular industries or government policies that may result. If new federal immigration legislation is enacted in the U.S., such laws may contain provisions that could make it more difficult for Mexican citizens to travel between Mexico and the United States. Such restrictions could have a material adverse effect on our passenger traffic results. We cannot predict the impact that these measures may have on trade between the U.S. and Mexico or whether foreign direct investment from the U.S. to Mexico will decrease.
The U.S. Presidential Elections, scheduled to be held in November 2024, may introduce regulatory, economic, and policy changes with significant implications for our airports. Shifts in U.S. foreign policy, border security measures, and trade agreements resulting from the election outcome can affect cross-border travel, airline operations, and consequently, airport traffic and revenues in Mexico. We cannot assure you to what extent the change in the U.S. administration for the four-year period from 2025 to 2029 will affect the country’s economy and on our business, results of operations or financial condition.
The foregoing factors and further policy changes could have an impact on Mexico’s gross domestic product (“GDP”) growth, the exchange rate between the U.S. dollar and the Mexican peso, levels of foreign direct investment and portfolio investment in Mexico, interest rates, inflation, and the Mexican economy generally; which in turn, may impact the level of passenger traffic in our airports and adversely affect our financial condition or results of operations.
Our business could be adversely affected by a downturn in the global economy, particularly with regard to the U.S. economy.
Although the COVID-19 is no longer considered a pandemic, renewed waves and new variants could lead to new measures implemented by governmental authorities to contain and mitigate the effects of COVID-19, including shutdowns of non-essential infrastructure businesses, stricter border controls, stringent quarantines and social distancing. Such measures triggered significant economic downturn in Mexico and the United States. The extent and effect of a potentially new recession is difficult to predict, including whether such recession and any recovery thereof will be similar to past periods of recession and recovery.
Moreover, international events, such as decreases in oil prices and the slower growth in the Chinese economy, have led to volatility in the international markets and adversely affected the Mexican economy. As a result, Mexico has been forced to cut public expenses, since oil output is one of the main sources of revenue in Mexico. In recent years, however, the U.S. economy has improved; though GDP increased at an annualized rate in real terms of 5.7% in 2021, 2.1% in 2022, and 2.5% in 2023. Our international passenger traffic increased 94.3%, 17.9% and 21.2% in 2021, 2022 and 2023, respectively. In the event of an economic downturn, developing countries, which have largely rebounded from the economic and financial crisis in 2009, would be impacted through trade and financial channels.
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Our business is particularly dependent on the condition of the U.S. economy and is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism. According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía), in 2023, exports from Mexico to the United States represented approximately 82.6% of Mexican exports, and 37.8% of foreign direct investment in Mexico originated in the United States. According to the Mexican Bank (Banco de Mexico), in 2023, remittances received from the United States were approximately U.S.$60.93 billion, representing an 8.1% increase with respect to those received in 2022.
Since the demand for aeronautical services in Mexico is substantially dependent on the performance of the Mexican economy, which is in turn highly dependent on the performance of the U.S. economy, a further downturn in the U.S. economy or a disruption in commercial activities among the U.S. and Mexico could cause a material adverse effect on our results of operations, prospects and financial condition. More generally, further downturns in the global economy and/or in the Mexican economy would also adversely affect our business, results of operations, prospects and financial condition. See also “—Risks Related to Mexico—The Company is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico could adversely affect its business and results of operations.”
Variations in international fuel prices could directly or indirectly adversely affect our business and results of operations.
International fuel prices, which represent a significant cost for airlines, have experienced significant volatility in recent years.
For example, European Brent crude oil spot prices increased from U.S.$77.24 per barrel on December 31, 2021 to U.S.$82.82 per barrel on December 31, 2022, and decreased from U.S.$ 82.82 per barrel on December 31, 2022 to U.S.$ 77.69 per barrel on December 31, 2023. 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. Further, the outcome of the conflict between Russia and Ukraine and the impact that it may continue to have on fuel prices is uncertain. For more information, see “Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.”
In the past, increased costs were among the factors leading to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to filings for bankruptcy by some airlines. Our business could be negatively impacted by hydrocarbon price volatility as the result of, or as a result of the threat of, Russian activities in Ukraine and as the result of, or as a result of the threat of, Russia expanding its production of oil and gas to finance its activities in Ukraine and destabilize world energy markets. Oil prices are particularly sensitive to actual and perceived threats to global political stability and to changes in production from member states in the Organization of the Petroleum Exporting Countries. Further, recent increases in oil prices may lead to an unpredictable drop in pricing in the medium to long-term, and any substantial variation in fuel prices could have an adverse effect on our results of operations and financial condition. Additionally, the recent conflict between Russia and Ukraine has caused shortages in the availability of aircraft fuel, including as a result of targeted sanctions and export control measures imposed by the United States and foreign government bodies. Because Russia is one of the world’s largest oil exporters, we expect recent global developments relating to Russia’s conflict with Ukraine and resulting export restrictions to decrease fuel global supply and increase fuel prices, which could be aggravated if the OPEC member states decide not to, or are unable to, increase their fuel production. Although, for the year ended December 31, 2023, any such shortages have not been material, there is no assurance that the shortages will not become more severe, and we cannot predict the continued impact of these sanctions and export control measures, or the impact of any further retaliatory actions that may be taken by Russia and the United States and foreign government bodies. Shortages in the availability of, or increases in demand for, crude oil in general, other crude oil-based fuel derivatives and aircraft fuel in particular have resulted, and could continue to result, in increased fuel prices and could have a material adverse effect on our business, results of operations and financial condition.
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Our business is highly dependent on the operations of Mexico City International Airport.
In 2021, 2022 and 2023, approximately 40.3%, 40.4%, and 36.0% respectively, of our domestic passengers flew to or from our airports via Mexico City International Airport (Aeropuerto Internacional de la Ciudad de México, S.A. de C.V.). As a result, our domestic traffic is highly dependent upon the operations of Mexico City International Airport.
In the past, the Mexican Federal Antitrust Commission (Comisión Federal de Competencia Económica, or the “Antitrust Commission”) issued corrective measures for the Mexico City International Airport to address the inefficiencies observed at the airport during congested hours, including limiting operations during those hours.
To alleviate congestion at the Mexico City International Airport, the current Mexican federal administration implemented the conversion of a military airport, approximately 40 kilometers (24.9 miles) outside of Mexico City, into the civil Felipe Ángeles Airport, which began operations on March 21, 2022.
On August 28, 2023, the Mexican Federal Civil Aviation Agency (Agencia Federal de Aviación Civil) issued a resolution indicating that, due to the saturation of capacity at Mexico City’s ‘Benito Juarez’ International Airport, air traffic movements would be temporarily reduced from 52 to 43 per hour, starting October 28, 2023. However, the Ministry of Infrastructure, Communications, and Transportation postponed the implementation of this resolution to January 8, 2024. The reduction in air traffic movements will remain in effect until the saturation conditions are resolved. In addition, in September 2023, pursuant to a Presidential decree issued in February 2023, all domestic and international cargo operators (with the exception of those that provide combined cargo and passengers operations) relocated their operations from the Mexico City International Airport to the Felipe Angeles Airport.
There is still uncertainty about what impact such decree and the new Felipe Ángeles Airport will have to alleviate congestion at the existing Mexico City International Airport, and we cannot assure you how such decree or capacity adjustments would affect our results of operations.
Security enhancements have resulted in increased costs and may require additional investments in the future.
In 2023, 12.3% of the passengers served by our airports were international passengers, of which, 78.6% arrived or departed on flights originating in or departing to the United States. The air travel business is susceptible to 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 and from the United States, we may be required to comply with security directives of the U.S. Federal Aviation Administration (“FAA”) in addition to the directives of Mexican aviation authorities. World events, such as the terrorist attacks worldwide attributed to the Islamic State of Iraq and Syria or any other organization, could lead to additional security measures taken by the FAA or the ICAO, an agency of the United Nations Organization, and could require us to incur in additional costs to comply with these measures. Similarly, our airport operations and passenger volume could be negatively impacted by terrorist attacks on aircrafts, such as those which occurred with international airlines’ aircraft operating over Egypt and the Ukraine in 2015.
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While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do the same. In addition, fuel prices and supplies, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil producing countries. See “Risk Factors— Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.” Such increases in airlines’ costs have resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. In the event of a recurrence of COVID 19 pandemic or any similar outbreaks, we may be required to adopt additional safety measures in the future which could increase costs. Security measures taken to comply with future security directives or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our overall performance.
Furthermore, under the Mexican Airport Law, we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft. Under Mexican law, we may be liable to third parties for personal injury or property damage resulting from the performance of such inspection. Furthermore, we are responsible for the implementation of measures for the adequate inspection of checked baggage in our airports. In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if security measures for carry-on luggage are enhanced, which could increase our liability or adversely affect our operating results.
The operation of baggage screening equipment could increase our expenses and may expose us to greater liability.
The ICAO’s security guidelines require checked baggage on all international commercial flights and domestic commercial flights to undergo a comprehensive screening process for the detection of explosives. In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration (“TSA”)) is responsible for screening checked baggage. On May 1, 2014 and July 1, 2016, the Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency (Agencia Federal de Aviación Civil or “AFAC”)) published mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16, respectively, which require that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines. We have purchased and installed screening equipment in all of our airports to facilitate compliance with the baggage screening guidelines, and our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked baggage screening system since March 1, 2012.
We incur ongoing expenses to maintain and operate this equipment and expect to incur ongoing expenses to maintain any equipment purchased. In the future, we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if screening guidelines are expanded further and require that additional steps be taken to comply with the requirements. For instance, replacement of the majority of our baggage screening equipment with new Computer Tomography X-ray (CTX) baggage screening equipment began in 2021 and will continue through 2025, although regulatory changes could force our airports to undertake this replacement sooner. In addition, the circular CO SA-17.9/16 established that airports must have alternative baggage screening methods in case the inspection technology currently used is no longer available. On September 7, 2023, the Mexican Federal Aviation Agency published mandatory circulars establishing specific design requirements for the infrastructure required to protect airport facilities against acts of unlawful interference, including requirements with respect to baggage screening equipment. We believe that we comply with the baggage screening guidelines, but the Mexican Federal Civil Aviation Agency may require additional investments. These additional expenses could restrict our liquidity and adversely affect our financial position.
Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.
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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 the Acapulco, Mazatlán and Zihuatanejo airports) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancún, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America.
Tourism levels may decrease, and therefore the number of passengers using our airports in the future may not exceed or match current levels, which could have a direct and indirect impact on our aeronautical and non-aeronautical revenues.
Our business is highly dependent upon revenues from seven of our thirteen airports and OMA Logística, S.A. de C.V. (“OMA Logística”) and could be adversely impacted by any condition affecting those businesses.
In 2023, approximately 82.4% of the sum of our aeronautical and non-aeronautical revenues were generated from seven of our thirteen airports and OMA Logística. The Monterrey airport generated the most significant portion of our revenues. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports, including the percentage of total revenues generated by our other subsidiaries:
| For Year Ended |
| |
Airport / Subsidiary | December 31, 2023 |
| |
Monterrey |
| 44.0 | % |
Culiacán |
| 8.2 | % |
Ciudad Juárez |
| 6.7 | % |
Chihuahua |
| 6.2 | % |
Mazatlán |
| 5.7 | % |
OMA Logística S.A. de C.V. |
| 5.5 | % |
Acapulco |
| 3.2 | % |
San Luis Potosí |
| 2.9 | % |
Six other airports, Terminal 2 NH Collection Hotel, Servicios Complementarios del Centro Norte, Hilton Garden Inn Hotel, and OMA VYNMSA Aero Industrial Park. |
| 17.6 | % |
Total |
| 100.0 | % |
As a result of the substantial contribution to our revenues from these seven airports and OMA Logística, any event or condition affecting these principal airports could have a material adverse effect on our business, results of operations, prospects and financial condition.
We are dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity risks.
We rely on a variety of information technology to manage our operations. The proper functioning of these systems is critical to the efficient operation and management of our business. If critical information systems fail or are otherwise unavailable, our ability to provide services at our airports, collect accounts receivable, pay expenses and maintain our security and customer data, could be adversely affected. In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business. These changes may be costly and disruptive to our operations, and could impose substantial demands on management time. Our systems may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break ins, unauthorized access and cyber-attacks. Additionally, while we maintain insurance coverage for some of these events, the potential liabilities associated with network or IT security could result in damage to our reputation.
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In the third quarter of 2021, we detected that several of our servers had been compromised with ransomware. Relying on our backup processes and consolidated infrastructure, we were able to restore the majority of our compromised servers within 48 hours of the incident. The main systems at the airports were not affected and remained in operation with minimal disruption.
To prevent future cybersecurity incidents, we are constantly updating our infrastructure with the latest security technologies, and we conduct vulnerability analysis and penetration testing periodically. Our information systems contain backup systems, including physical and software safeguards located outside of our offices, and a cold site for critical systems. In addition, we protect our systems with antivirus software, end-point protection software and last generation firewalls, including firewalls to filter traffic from the Internet. There can be no assurances that these preventive actions to mitigate cybersecurity risks and incidents will be successful in avoiding future cyber-attacks. Any such incident could hinder our ability to protect the privacy of our clients and business by causing the unauthorized distribution of confidential data and valuable financial information, which may cause damage to our reputation and may require us to incur additional expenses. Although actions are taken continuously to improve and monitor our information technology systems, these systems remain vulnerable to failures or unauthorized access, which could adversely affect our operations, financial condition and liquidity.
We face risks associated with our diversification activities, which could lead to our inability to recover our investment as planned.
We face risks associated with the nature of the diversification projects that we have developed and in which we participate as shareholders, which could impact our results of operations, prospects and financial condition. Our Terminal 2 NH Collection Hotel and our Hilton Garden Inn Hotel depend on passenger traffic travel to and from the Mexico City International Airport and the Monterrey airport, respectively, and any event that reduces passenger volume in these airports could adversely affect the results of operations of these hotels. The passenger traffic volume in such airports depends on factors that may be beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve. Accordingly, there can be no assurance that the passenger traffic volume in such airports will increase or maintain the current level.
Both of the hotels that we operate, our OMA-VYNMSA industrial park and our OMA Carga bonded warehouses could face additional competition from third parties developing similar projects in areas adjacent to the Mexico City airport and the Monterrey airport. In particular, with respect to the Monterrey airport, the competition could increase due to “nearshoring”, as certain U.S. companies are moving their operations to Mexico, especially in Monterrey and the areas surrounding the Monterrey airport are in high demanded to establish and operate warehouses.
Despite our efforts to retain clients, we cannot predict whether our clients will continue occupying our commercial spaces or cancel their contracts. Furthermore, the continued growth at our OMA-VYNMSA industrial park and our OMA Carga bonded warehouses business could also decline should there be a slowdown in the Mexican economy. In addition, our OMA Carga bonded warehouses require permits issued by the Mexican National Customs Agency (Agencia Nacional de Aduanas de México or “ANAM”). However, we cannot assure that the ANAM will renew OMA Carga permits upon their expiration or grant new permits, as the case may be. All such factors could adversely affect the profitability of our non-aeronautical businesses and our ability to recover our investments in such projects.
Our operations depend on certain key airline customers, and the loss or suspension of operations of one or more of them could result in a loss of a significant amount of our revenues.
Of the total aeronautical revenues generated at our airports in 2023, VivaAerobus represented 38.7%, Volaris represented 23.5% and Aeroméxico and its affiliates represented 19.9%. None of our contracts with our airline customers obliges them to continue providing service from our airports and, if any of our key customers reduces their use of our airports, competing airlines may not add flights to their schedules to replace any flights no longer handled by our principal airline customers. On December 9, 2020, Interjet, which accounted for 5.7% of our total passenger traffic in 2020, stopped operating at our airports mainly due to the financial impact of the outbreak of COVID-19 on their operations. In August 2022, Interjet initiated bankruptcy proceedings under Mexican Law (Concurso Mercantil), and on April 10, 2023 the bankruptcy federal judge issued a ruling declaring the company bankrupt and ordering the sale of all of its assets to pay its creditors. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenues from our key customers.
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Due to increased competition, volatility in fuel prices and the general decrease in demand because of global volatility in the financial and exchange markets, economic crises and the COVID-19 related health crisis, many airlines are operating in adverse conditions. Should fuel prices increase or in the event of other adverse health or economic developments, one or more of our principal carriers could become insolvent, cancel routes, suspend operations or file for bankruptcy. All such events could have a material adverse effect on our results from operations. Furthermore, any accident, incident or any other event that affects the perception of safety standards of any of the major airlines may affect their image and generate a public perception that it is less safe or reliable than other airlines. These events would affect consumer demand and the number of passengers serviced by the airline, thus affecting our business, results of operations, prospects and financial condition.
The global airline industry has experienced significant financial difficulties and warnings regarding industry profitability in previous years. However, on December 6, 2023, the International Air Transport Association, or IATA, issued its 2024 financial forecast for the global commercial airline industry, estimating net post-tax profit of about U.S.$ 25.7 billion, mainly due to an increase in yield. The forecast also indicated that net profit margins were expected to marginally increase to 2.7% in 2024 compared to 2.6% in 2023. Airlines profitability is dependent on a number of variables including, economic conditions or supply chain issues, which could trigger insolvencies within the global airline industry in the future. Please see “Item 3. Key Information—Risk Factors—Risks Related to Our Operations—We could be exposed to risks related to aircraft parts manufacturing” for more information on how key airline customers could affect our operations.
Some of our airline and other clients and tenants have asked for assistance in previous years, either through discounts on payments owed to us or by an extension on those payments. During 2020 and early 2021, we provided payment extensions to our main airline customers, which allowed us to mitigate noncompliance risks. As a result of the COVID-19 pandemic, our reserve for doubtful accounts receivable, increased by 231% to Ps.20.8 million as of December 31, 2020, slightly decreased to Ps.20.3 million as of December 31, 2021, decreased to Ps.12.4 million as of December 31, 2022. On December 31, 2023, this reserve amounted to Ps.17.0 million. We cannot assure you whether any resurgence of the COVID-19 pandemic or any other such events will cause an increase in our reserve for doubtful accounts receivable in the future.
On December 18, 2015, the United States and Mexico entered into an Air Transport Agreement with the purpose of promoting and facilitating an international aviation system, based on competition among airlines, to facilitate the expansion of international air transport opportunities and ensure the highest degree of safety and security in air transport. The agreement provides for an increase in services on existing routes between both nations, as well as the addition of new routes and an increase in the frequency of flights on existing routes. The agreement also grants Mexican airlines the ability to further penetrate international markets, as it permits airlines from both countries that operate flights between the United States and Mexico to pick up passengers and continue with the flights to a third country. This agreement may be modified in the future to provide for international airlines to operate domestic flights in our airports, but until then we expect to continue to generate a significant portion of our revenues from domestic travel from a limited number of airlines.
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On December 14, 2016, the U.S. Department of Transportation issued a final order granting approval of, and antitrust immunity for, the Joint Cooperation Agreement and other alliance agreements between Delta Air Lines and Aeromexico. Since then, Delta Air Lines and Aeromexico have used the antitrust immunity to operate a joint venture between the U.S. and Mexico, coordinating their network planning, pricing, and sales activities, as well as enhancing the alignment of their respective frequent flyer programs. However, in January 2024, the U.S. Department of Transportation “tentatively dismissed” the request to renew the antitrust immunity. Consequently, the partnership between Delta Air Lines and Aeromexico must be dissolved by October 26, 2024, unless the decision is appealed and overturned. If confirmed, this decision could negatively affect our operations, potentially leading to the cancellation or reduction of certain routes and decreased passenger traffic at our airports.
Collective labor conflicts in Mexico could have an adverse impact on our results of operations.
A number of events have led workers and labor unions to demand more significant benefits and higher salary increases than in prior years, which could in turn increase our cost of personnel. These events include (i) the endorsement by the Mexican Senate of the International Labor Organization’s Convention C098, the “Right to Organize and Collective Bargaining Convention”, (ii) the approval by Congress to modify the Mexican Federal Labor Law, (iii) new labor unions created to negotiate and/or dispute existing collective bargaining agreements on behalf of the labor unions that currently hold such contracts, and (iv) a 15.0% increase of the general minimum wage applicable in Mexico and in municipalities near the northern border of Mexico, as of January 1, 2021, a 22.0% increase as of January 1, 2022, a 20.0% increase as of January 1, 2023, and a 20.0% increase as of January 1, 2024. For more information on employee relations, see “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations” and “Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.”
The Company cannot predict how these developments may affect the Company’s results of operations or its financial condition. Any increased demands by the Company’s unionized workers may lead to higher labor costs, which could have a negative impact on its results of operations.
If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.
If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 45.2% of our total employees as of December 31, 2023), resulting in 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. Our unionized employees, who are employed by our airport subsidiaries, are represented by a national union of airport workers that operates throughout Mexico. To the extent unionized airport workers seek material modifications to the conditions agreed with us and with other Mexican airport operators, our operations could be adversely affected by union activities, including organized strikes or other work stoppages.
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Our operations could be adversely affected due to changes in the collection of passenger charges.
Passenger charges are collected by the airlines and then paid to us on the basis of contracts entered into with each airline operating at our airports. We cannot guarantee that all airlines will continue collecting the passenger charges for us. Should one or more airlines stop collecting passenger charges for us, we would have to collect these charges directly ourselves, which would result in additional costs.
In the past, some airlines have reported losses. In cases where we extend days of credit to airlines, substantially all of our revenues from passenger charges and other aeronautical services are secured by a performance bond or other types of guarantees; however, guarantees may not fully cover the amount owed by an airline at a certain date. In the event of the insolvency of any of these airlines, we would not be certain of the collection of any amounts invoiced to that airline in respect of passenger charges. In cases where the airlines cannot provide adequate or sufficient performance bonds or other types of guarantees, the airlines operate under advance payment conditions.
The main domestic airlines operating at our airports may refuse to pay certain increases in our specific rates for regulated aeronautical services.
In the past, we have entered into a series of agreements with the Mexican National Air Transportation Chamber of Commerce (Cámara Nacional de Aerotransportes), pursuant to which we have established specific rates for regulated services applicable to our principal airline customers. Historically, amounts paid under these agreements have not been material, and we do not expect any such agreements with the Mexican National Air Transportation Chamber of Commerce to have a material effect on our results of operations. Although passenger traffic volume (and therefore overall revenues) may increase, any agreed incentives and/or discounts offered to airlines as a means to prevent or settle any potential dispute could reduce our aeronautical revenues per terminal passenger in the future. In addition, should any of our principal airline customers refuse to continue to make payments to us, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.
Our operation depends on our management team for its knowledge and experience and the loss of capable executives could affect our operations.
The current and future performance of our operations depends significantly on the continuous contribution of managers and other key employees. In order to achieve the objectives of each manager or key position, the ability, experience, aptitude and knowledge of each candidate is taken into account for recruitment and personnel allocation purposes. We cannot guarantee that in the future our executive team will be maintained, or that if new executives are incorporated, they will have the same level of knowledge and experience. The potential lack of a capable management team could adversely affect our operations, financial condition and results of operations.
The operations of our airports may be affected by 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, airline providers and ground transportation providers. We also depend upon the Mexican government or government entities for provision of services, such as electricity, supply of fuel to aircraft, air traffic control and immigration and customs services for our international passengers. On October 23, 2023, the Mexican government issued a decree temporarily restricting imports of certain fuels and petrochemicals into Mexico, and we cannot determine whether the government will adopt any other measures restricting fuel imports in the future. 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, if any service providers were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves, either of which may result in increased costs and have an adverse impact on our results of operations.
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We may be liable for property taxes as a result of claims asserted against us by certain municipalities.
Various municipalities have assessed tax credits against us for the payment of property taxes with respect to the real estate on which we operate our airports in those cities. We have appealed all the administrative law proceedings, as well as the tax credits, assessed against us and, while some have been dismissed by the relevant administrative authority, some are still pending. We believe there are no legal grounds which enable the municipalities to collect such taxes and although we intend to defend our position vigorously, if procedures are brought by authorities, there can be no assurance that we will be successful in such defense. See “Item 8. Financial Information—Legal Proceedings—Property Tax Claims” for a full discussion of these property tax proceedings. Some Mexican airport operators contesting the assessment of similar property tax claims have been required to post material surety bonds in connection with their challenge of those assessments. If we are required to post similar surety bonds in the future, the terms of the surety bonds may restrict our ability to pay dividends or otherwise limit our flexibility. In addition, if we are required to pay for additional state or municipal rights, we could face costs, limiting our liquidity, flexibility and ability to pay dividends.
Furthermore, if the Mexican Congress changes the current laws or if we do not prevail in these proceedings, these tax liabilities could have an adverse effect on our financial condition and results of operations. In addition, any change in law which enables municipalities to request construction or operation permits may affect our ability to comply with investments required under our Master Development Programs, which in turn may result in additional payments for governmental tariffs and affect our 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.809,700 thousand at December 31, 2023. The deferred tax assets are quantified on the basis of currently enacted tax rates and accounting standards and are subject to change as a result 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 financial condition and results of operations. For further information on deferred tax assets, refer to Note 4 to our audited consolidated financial statements. See “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Deferred Income Taxes.”
Natural disasters could adversely affect our business.
From time to time, the northern and central regions of Mexico experience torrential rains, hurricanes (particularly during the months of July through September) and, depending on the region, earthquakes and volcanic activity. In addition, the Mazatlán, Culiacán and Acapulco airports are susceptible to occasional flooding due to torrential rainfall.
Natural disasters may impede or cause the suspension of operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. For instance, on November 3, 2016, the Tampico airport flooded due to heavy rains, causing the collapse of part of the bordering fence. Although, the affected neighbors filed claims for damages against the Tampico airport, the insurance carrier rejected the neighbors’ claims alleging that the damage was caused by a natural disaster. In addition, the Terminal 2 NH Collection Hotel located in Terminal 2 of the Mexico City International Airport was temporarily closed after the earthquake on September 19, 2017. Although the Terminal 2 NH Collection Hotel did not suffer any structural damage, utilities of the hotel were interrupted and hotel operations were suspended until September 25, 2017. Further, our international passenger traffic decreased 1.2% during September 2017, partially due to the cancellation of flights caused by hurricanes Harvey and Max.
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On October 25, 2023, Hurricane Otis, a category 5 storm, struck Acapulco, causing landslides, floodings, and a total blackout as Acapulco’s power transmission and distribution lines were damaged. Hurricane Otis affected Acapulco Airport’s control tower and certain areas of the terminal building. Therefore, commercial air travel was suspended until November 13, 2023. In October, November and December 2023, our total passenger traffic in Acapulco decreased by 4.7%, 79.2% and 62.8%, respectively.
Any natural disasters could reduce our passenger and cargo traffic volume in the airports and our guest volume in the Terminal 2 NH Collection Hotel. The occurrence of any of these events in the destinations that we serve could adversely affect our business, results of operations, prospects and financial condition.
We have insurance for the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but we do not have insurance covering losses due to resulting business interruption. Also, we maintain an Environmental Impairment Liability insurance for our 13 airports. Moreover, should losses occur, losses caused by damages to the physical facilities may exceed the pre-established limits on any of our insurance policies.
The increasing effects of climate change, including the heightened frequency and severity of natural disasters such as hurricanes, floods, and wildfires, as well as prolonged drought conditions in regions where we operate, pose a significant risk to our business. These climate-related events could lead to operational disruptions, damage to our infrastructure, and a decrease in passenger traffic, all of which could adversely affect our financial condition and results of operations.
Our reputation and business could be adversely affected in the event of an emergency, accident or similar
incident involving our airports.
We are exposed to potential significant losses and material adverse effects on our business in the event that any of our airports, or any aircraft operating within our airports is subject to an emergency, accident, terrorist incident or any other similar incident, and significant costs related to passenger claims, repairs or replacement of a damaged asset. For more information on recent events affecting our airports as a result of similar incidents see “Risks Factors — Risks Related to Mexico — High incidences of crime in Mexico, including extortion and drug trafficking, could adversely affect the Mexican economy and may have a negative effect on the Company’s business.” There can be no assurance that we will not be affected by such events or that the amount of our insurance coverage will be adequate in the event such circumstances arise and any such event could cause a substantial increase in our insurance premiums. See “Risks Factors —Risks Related to Our Business —Our insurance policies may not provide sufficient coverage against all liabilities.” In addition, any future airport and/or aircraft emergency, accident or similar incident, even if fully covered by insurance or even if it does not involve our airports, may create a public perception that our airports or the facilities included within out airports is less safe or reliable than other transportation alternatives, which could have an adverse impact on our reputation and could have a material adverse effect on our business, results of operations and financial condition.
Our operations are at greater risk of disruption due to the dependence of several of our airports on a single commercial runway.
As is the case with many other domestic and international airports around the world, several of our airports, including the Monterrey, Culiacán, Ciudad Juárez and Mazatlán airports, have only one runway for most commercial flights. The operation of our runways may be disrupted due to required maintenance or repairs. In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition.
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We are exposed to risk related to construction projects.
The building requirements under our Master Development Programs could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our airports, increase our operating or capital expenditures and could adversely affect our business, results of operations, prospects and financial condition. Such delays or budgetary overruns also could limit our ability to comply with our Master Development Programs, which are established as a necessary requirement to our concessions.
From March 31, 2020 to June 1, 2020, we stopped most construction works, including those needed to comply with our Master Development Program, as a result of the restrictions imposed by the Mexican government on non-essential activity, including construction, due to the COVID-19 outbreak. These restrictions generated delays in our scheduled works to comply with our Master Development Program commitments for 2020. Even though the delays were notified to and agreed upon with the regulator, should we experience any other delay that prevents us from complying with our Master Development Program commitments, there could be penalties which could adversely affect our business, results of operations, prospect and financial condition.
We are exposed to the risk of non-performance by our contractors.
We currently contract certain specialized services (including security and surveillance services) necessary to conduct our operations. In the event that our contractors fail to perform their obligations under our agreements and applicable law, we could incur extra costs in providing replacements and could be exposed to liability for operations that we may have to provide directly, which could adversely affect our business, results of operations, prospects and financial condition.
In accordance with applicable labor laws, contractors are required to register their employees with the Mexican Social Security Institute (Instituto Mexicano del Seguro Social) and the National Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores) and anyone employing the services of contractors that has failed to comply with these laws is jointly liable for the payment of social security obligations as well as any applicable penalties. Therefore, if contractors providing specialized services at our airports do not have their employees registered at the Mexican Social Security Institute and the National Workers’ Housing Fund Institute, or if they are not in compliance with their employee/employer obligations, including but not limited to, the subcontracting of personnel, we could be held jointly liable for the payment of social security obligations that such contractors may have, as well as any applicable penalties.
For more information on the latest legal reform affecting contracting and its effects on the Company, see “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.”
Our ability to expand certain of our airports and to comply with applicable safety guidelines could be limited by difficulties we encounter in acquiring additional land on which to operate our airports.
Certain guidelines established by the ICAO require the maintenance of a perimeter surrounding the land used for airport operations. At several of our airports, we do not control portions of the land within the required perimeters. If portions of such land adjacent to certain of our airports are developed by third parties in a manner that encroaches on the required perimeters, our ability to comply with applicable guidelines of the ICAO or to expand our airport operations could be adversely affected. Also, the growth of certain cities in the proximity of our airports could limit our ability to expand our airports.
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To allow the future expansion of the Monterrey airport, including the construction of a second commercial runway and the relocation of the control tower, between 2007 and 2011 we entered into a series of agreements for the purchase and exchange of plots of land adjacent or nearby the Monterrey airport. We currently own approximately 519 hectares (2.0 square miles) of land adjacent or nearby the Monterrey airport with an aggregate book value of Ps.1,422,046 thousand. Improvements made to airport facilities at our expense may be recognized by the Mexican Federal Civil Aviation Agency as part of our investment in the airport concession. To recover the cost of our investments in land reserve, on December 4, 2012, we received authorization from the former Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency) to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 Mexican pesos) in investments included in the 2011–2015 Master Development Program for the Monterrey airport to recover the cost of land acquisition. Additionally, the 2011 Master Development Program review recognized Ps.77,307 thousand (amount expressed in nominal 2009 pesos) in land acquisition costs. In 2022, we donated 56.6 hectares (0.2 square miles) of land with a book value of Ps.283,728 thousand to the Federal Government, acting through the Ministry of Infrastructure, Communications and Transportation, which will be incorporated into the Monterrey airport concession. The recovery of the remaining investment made by the Company in the amount of Ps.395,561 thousand (amount of Ps.694,390 expressed in nominal 2009 pesos) in land acquisition costs has been included in the indicative period of our current approved Master Development Program for 2026-2035. The remaining amount of the investment may not be recognized by the Ministry of Infrastructure, Communications and Transportation in the future.
Our future profitability and growth will depend upon our ability to expand our airports in the future. Potential limitations on our possibility of expansion, such as those described above, could restrict any such expansion and thus have a material adverse effect on the future profitability and growth of our business.
We are exposed to risks inherent to the operation of airports.
We are obligated to protect the public at our airports and to reduce the risk of accidents at our airports. As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules. We are also obligated to take certain measures related to aviation activities, such as maintenance, management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients, flood control at the Acapulco airport and measures to control the threat from birds and other wildlife on airport sites. These obligations may require us to incur additional costs and could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.
Our insurance policies may not provide sufficient coverage against all liabilities.
While we seek to ensure all reasonable risks, our insurance policies may not cover all of our liabilities in the event of an accident, terrorist attack or any other incident. The markets for airport insurance and construction insurance are limited, and a change in coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. A certain number of our assets cannot, by their nature, be covered by property insurance (notably aircraft movement areas, and certain civil engineering works and infrastructure). In addition, we do not currently carry business-interruption insurance.
We are exposed to risks related to handling cargo.
The air cargo system is a complex, multi-faceted network that handles a vast amount of freight, packages and mail carried aboard passenger and all-cargo aircraft. The air cargo system is vulnerable to several security threats, including: potential plots to place explosives aboard aircraft; illegal shipments of hazardous materials; criminal activities, such as smuggling and theft; and potential hijackings and sabotage by persons with access to aircraft. Several procedural and technology initiatives to enhance air cargo security and detect terrorist and criminal threats have been put in place or are under consideration, such as an x-ray machine certified by the TSA in the bonded OMA Carga area and explosive trace detection (ETD) equipment at the Monterrey airport. In addition, we have several mechanisms that have allowed airlines to obtain certifications such as the ACC3, allowing such airlines to transport cargo to Europe. We may be subject to risks related to the integrity of our facilities or the reduction of our cargo traffic volume. The occurrence of such events could adversely affect our business, results of operations, prospects and financial condition.
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We could be exposed to risks related to aircraft parts manufacturing.
The operation of our airports is dependent on the services of third parties, including airlines and aircraft manufacturers. Airlines are generally dependent on limited number of suppliers for aircraft, aircraft engines and parts. In the event of any actual or suspected design defects or mechanical problems with aircraft engines, airlines may choose, or be required, to suspend or restrict the use of their aircraft, which could in turn reduce passenger traffic. Our business could also be materially adversely affected if the public avoids flying due to an adverse perception of aircraft manufacturing, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or its engines.
On July 25, 2023, RTX, parent company of Pratt & Whitney, announced that it had determined that a rare condition in powder metal used to manufacture certain engine parts will require accelerated inspection of the V2500, PW1100G and PW1500G jet engines which power mainly Airbus A320neo. In addition to a potential reduction in air traffic, the recall of Pratt & Whitney jet engines posed a notable risk to airport operations, potentially affecting the efficiency of aircraft movements, gate allocations, and overall air traffic management. The need to ground or perform maintenance on the affected aircraft, including those from airlines such as VivaAerobus and Volaris that rely heavily on these engines for a substantial portion of their fleet, may lead to congestion, delays, and reduced capacity in our airport operations.
On January 6, 2024, the Federal Aviation Administration (FAA) ordered the temporary grounding of 171 Boeing 737-9 MAX aircraft worldwide, affecting Aeromexico, which is one of our main airline customers, as it has a significant number of these aircraft in its fleet. This decision was based in an incident reported during flight 1282 from Alaska Airlines. On January 24, 2024, FAA authorized 737-9 MAX to return flying after approving a detailed inspection and maintenance process.
The dependency on airlines to swiftly resolve these issues may lead to prolonged operational challenges. While we do not yet know the full impact of these operational disruptions resulting from engine shortages from Pratt & Whitney and any possible additional grounding of 737-9 MAX, suffered by the airlines operating at our airports, such disruptions could result in additional reputational harm to the airlines and our airports if disruptions are frequent or not managed effectively, which could have an adverse effect on our business, results of operations and financial condition.
We may not be able to detect money laundering operations and other illegal or improper activities, which could expose us to additional liabilities and adversely affect our operations and financial results.
We are required to comply with applicable anti-money laundering and anti-terrorism and other regulations in Mexico. Such laws require us to adopt and implement certain policies and procedures designed to detect and prevent transactions with third parties involved in money laundering or terrorist activities. Although we have adopted such policies and procedures, these procedures require services related to third parties that are not under our control, including third-party providers of complementary services or retailers, restaurants and other commercial tenants leasing spaces at the airport. To the extent that we may fail to fully comply with applicable laws and regulations or fail to detect illegal activities carried out by third parties, the competent authorities may impose certain fines on us and our reputation may also be adversely affected.
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We could be exposed to additional risks if we pursue business opportunities in other countries.
From time to time, we may consider strategic participation in airport assets located in other countries. In the past, we have evaluated business opportunities in Mexico and other countries, and we may evaluate international expansion opportunities through capital investment in other concessions in the future. Expansion into a market outside of Mexico could require significant capital expenditures. If we pursue an international expansion opportunity, we could face internal or external risks, including, without limitation: (i) a lack of market experience in the relevant country, (ii) foreign exchange and economic volatility, (iii) the dedication of significant management resources to execute the international operation and (iv) exposure to risks inherent to doing business in the relevant country. Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our business, results of operations, prospects and financial condition, including our capital structure.
Risks Related to Mexico
The Company’s business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments and security concerns in Mexico could adversely affect its business and results of operations.
In 2021, 2022 and 2023, domestic terminal passengers have represented approximately 87.2%, 88.3% and 87.7% respectively, of the passenger traffic volume in the Company’s airports. In addition, all of its assets are located, and all of its operations are conducted, in Mexico. Accordingly, the Company’s financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in Mexico. As a result, its business, financial condition and results of operations could be adversely affected by any deterioration of the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico or by other negative political, social and economic developments in Mexico.
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.
The Mexican economy underwent an economic crisis that began in 2008 and continued in 2009 as a result of the impact of the global financial crisis, which affected many emerging economies. The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in Mexico. This correlation may have an impact on Mexico’s GDP growth and other macro-economic conditions. The Mexican economy achieved real GDP growth rates of 3.1%, 3.1% and 5.0% in 2023, 2022 and 2021, respectively, and is estimated to increase by 2.7% in 2024 and to grow by 1.5% in 2025, according to the World Economic Outlook published by the International Monetary Fund in January 2024.
During 2023, average reference interest rates in Mexico increased by 344 basis points compared to 2022. The annualized interest rates on 28-day short-term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 4.4%, 7.7% and 11.1% for 2021, 2022 and 2023, respectively. As of December 31, 2023, 31.2% of our long-term debt has interest payments at a variable rate, all of which are indexed to the 28-day TIIE reference rate, which highly exposes us to risk due to fluctuations in market interest rates.
If inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, the Company’s business, financial condition, prospects and results of operations could be materially and adversely affected because, among other things, demand for transportation services may decrease. Similar events may occur, and the recurrence of such events may adversely affect the Company’s business, results of operations, prospects and financial condition.
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In addition, Mexico has experienced periods of increasing criminal activity and particularly homicide rates, primarily due to organized crime. This poses a risk to our business and might negatively impact business continuity. An increase in crime rates could negatively affect our sales and passenger traffic, increase our security expenses, affect our hours of operation and result in higher turnover of personnel or damage to the perception of our brands. Furthermore, as consumer behaviors adapt to the heightened perceived and actual security threats, people may become increasingly reluctant to travel across Mexico. This shift could impact foreign direct investment, which in turn could affect our business and financial performance. The heightened security concerns may deter potential investors, affecting not only our direct operations but also the broader investment landscape in the region. See “Risks Factors —Risks Related to Mexico—High incidences of crime in Mexico, including extortion and drug trafficking, could adversely affect the Company’s business.”
Political conditions in Mexico, could materially and adversely affect the Mexican economy and political climate and, in turn, the operations of the Company.
The next presidential and congressional elections in Mexico will be held on June 2, 2024, and the new president will be sworn in on October 1, 2024, for a six-year term. We cannot predict the impact that political developments in Mexico will have on the Mexican economy nor can provide any assurances that these events, over which the Company has no control, will not have an adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the market price of our shares and ADSs. The Mexican government could implement significant changes in laws, policies, and regulations, which could affect the economic and political situation in Mexico. In addition, changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to economic uncertainty and heightened volatility of the Mexican capital markets and in securities issued by Mexican companies. See “Risks Factors —Risks Related to the Regulation of Our Business —Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.”
The term of the current Mexican president, Andrés Manuel López Obrador, will conclude on September 30, 2024. Historically, the Mexican president has strongly influenced new policies and governmental actions that impact the Mexican economy. We cannot assure you that the current administration or any other future administration will maintain business-friendly and open-market economic policies and policies that stimulate economic growth and social stability. Any administration could implement substantial changes in law, policy, and regulations in Mexico, which could adversely affect our business, financial condition, results of operations and prospects. In addition, any actions taken by the administration may lead to riots, protests and looting that could adversely affect our operations. Our financial condition and results of operation may be adversely affected by changes in Mexico’s political climate, to the extent that such changes affect the nation’s economic policies, growth, stability, outlook, or regulatory environment.
On June 6, 2021, various electoral processes occurred, including mid-term elections for the Mexican Chamber of Deputies and gubernatorial elections in fifteen states, six of which are locations where we operate our airports. While the opposition coalition made significant gains in the Chamber of Deputies. However, the Morena political party won the most seats compared to any other party in Mexico. Despite this, the Morena political party does not have a qualified majority in the Chamber of Deputies nor in the Senate. Morena also won 11 state governor races that year.
The elections to be held on June 2, 2024, will renew 128 senators, all 500 deputies and state governors for Chiapas, Guanajuato, Jalisco, Morelos, Puebla, Tabasco, Veracruz, Yucatán, as well as the governor for Mexico City. Even though these elections will not take place in states where we operate our airports, we are unable to predict the outcome of such elections. If the Morena political party gains a majority in Congress, it could potentially obtain enough votes to pass constitutional amendments and new laws.
Any changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to increased economic uncertainty and volatility in Mexico, which could in turn adversely affect our operations and competitiveness in the Mexican market.
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Furthermore, our business may be adversely affected by fluctuations in the value of the U.S. dollar as compared to the Mexican peso, inflation, interest rates, changes in laws and other political or social developments in Mexico over which we have no control. Any of the above may have an adverse effect on Mexico’s economic situation and, in turn, on our business, results of operations, financial condition and ability to repay our indebtedness.
Adverse domestic events could negatively impact the Company’s business and results of operations.
The operations of our airports may be disrupted due to the actions of third parties, such as protestors or demonstrators, which are beyond our control. Any disruption in our operations, or adverse consequence resulting from protests or riots, including flight delays, 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.
Demonstrations and riots taking place in cities where our airports are located and where they are either a potential target or in the path of such demonstrations could generate flight cancellations and the suspension of our operations and could materially and adversely affect our business, results of operations, prospects and financial condition. See “Risk Factors – Risks Related to Mexico – High incidences of crime in Mexico, including extortion and drug trafficking, could adversely affect the Company’s business.”
Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations.
All of our operations are conducted in Mexico and are dependent upon the performance of the Mexican economy. As a result, our business, financial condition and 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 increased 5.0% in 2021, increased 3.1% in 2022 and increased 3.1% in 2023, respectively, in each case compared with the previous year. The annualized interest rates for 28-day Mexican Treasury Bills (CETES) averaged approximately 4.5%, 7.7% and 11.1% in 2021, 2022 and 2023, respectively. As of April 19, 2024, the 28-day Interbank Equilibrium Interest Rate (Tasa de Interés Interbancaria de Equilibrio), or “TIIE-28,” was 11.25%. 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 and economic developments in the United States, such as interest rates, inflation, exchange rates and GDP growth, among others.
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Depreciation of the peso relative to the U.S. dollar could adversely affect the results of operations and financial condition of the Company.
From December 31, 2021 to December 31, 2022, the peso appreciated from Ps.20.51 per U.S.$1.00 on December 31, 2021 to Ps.19.50 per U.S.$1.00 on December 31, 2022, an appreciation of 5.0%. From December 31, 2022 to December 31, 2023, the peso appreciated from Ps.19.50 per U.S.$1.00 on December 31, 2022 to Ps.16.90 per U.S.$1.00 on December 31, 2023 an appreciation of 13.3%. During the first months of 2024, the peso depreciated, reaching Ps.17.21 per U.S.$1.00 on April 19, 2024. 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. During 2023, inflation in the U.S. amounted to 3.4%, according to the Consumer Price Index Data provided by the U.S. Department of Labor. A depreciation of the peso affects the Company’s business in the following ways: (i) international passengers and international flights pay tariffs reported in U.S. dollars; while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight, any depreciation of the Mexican peso has a positive impact on the Company’s results from operations, which are reported in Mexican pesos; (ii) the Company has cash balances denominated in U.S. dollars; a depreciation in the Mexican peso would result in higher cash balances when converted to Mexican pesos, thus causing foreign exchange gains; and (iii) the Company has financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos, thus causing foreign exchange losses. As of December 31, 2023, the Company had U.S.$3.8 million of liabilities denominated in U.S. dollars, representing 0.02% of its consolidated liabilities. As of March 31, 2024, U.S.$17.5 million of the Company’s cash balance was denominated in U.S. dollars.
Moreover, the depreciation of the peso also affects some of the Company’s airline customers transacting in U.S. dollars, including the purchases or leases of equipment, maintenance and fuel. Severe devaluation or depreciation of the peso may also result in the disruption of the international foreign exchange markets and may limit the Company’s ability to transfer or to convert pesos into U.S. dollars and other currencies.
High incidences of crime in Mexico, including extortion and drug trafficking, could adversely affect the Mexican economy and may have a negative effect on the Company’s business.
Higher incidences of crime throughout Mexico, including extortion and drug trafficking, could have an adverse effect on our business, results of operations, prospects and financial condition, as it may decrease the international and domestic passenger traffic directed to or within Mexico. The travel warning issued by the U.S. Department of State (Bureau of Consular Affairs) on August 22, 2023 (the “Travel Advisory”) urges U.S. citizens not to travel to the states of Colima, Guerrero, Michoacán, Sinaloa (except the city of Mazatlán), Tamaulipas and Zacatecas. This Travel Advisory also urges U.S. citizens to defer non-essential travel to cities, states and other regions, such as Baja California, Chihuahua, Durango, Guanajuato, Jalisco, Morelos and Sonora. Drug-related violence and other incidents of organized crime may not be contained, which could have a material adverse effect on our business, results of operations, prospects and financial condition. In addition, violent crime (which has had had an adverse impact on the economic activity in Mexico) may further affect travel within the country and between Mexico and other countries, including the United States, which could particularly affect the airports in the north of Mexico where we have significant operations and increase our insurance and security costs.
Insecurity and violent crime rates in Mexico have risen during the current administration. Nevertheless, we cannot guarantee the extent to which these violent crimes will either increase or decrease, whether they will persist in spreading throughout the country, and the potential adverse effects they may have on the nation’s economy and, consequently, on our business, results of operations, or financial condition.
In January 2019, the Mexican government implemented measures to reduce the theft of fuel transported in pipelines operated by Mexican state-owned entity Petróleos Mexicanos (PEMEX) throughout Mexico. As a result of these measures, certain states in Mexico, such as Mexico State, Hidalgo, Querétaro, Guanajuato, Jalisco, Tamaulipas and Nuevo León, were affected by a shortage of gasoline for automobile use. Even though there were no shortages of aircraft fuel as a result of the actions implemented by the Mexican government, we cannot assure that future actions taken by the Mexican government against theft of fuel will not affect the availability of aircraft fuel in states where our airports are located, which, in turn, could have an adverse effect on our operations.
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On January 5, 2023, a major drug cartel leader was arrested in Culiacan. The arrest caused a violent outbreak in the state of Sinaloa, leading to, among others, confrontations with the military forces, blockage of city point entries, and armed clashes occurring in the vicinity of the Culiacan airport. At least one commercial carrier plane on the ground was hit by a stray bullet, without major consequences. At the request of the local civil aviation authority, the Culiacán and Mazatlán airports suspended operations that day. A total of 163 air traffic movements were cancelled at the Culiacán and Mazatlán airports as a result of these events. Even though these events did not result in any injury for passengers or airport employees nor did they significantly impact our operations, we cannot assure that future conflicts or violent outbreaks related to the Sinaloa drug cartel will not have an adverse effect on our operations.
The value and prices of securities issued by Mexican companies, including us, may be adversely affected by developments in other countries.
The market value of securities of Mexican companies, including us, may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in these countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers. In past years, prices of both Mexican debt and equity securities have been adversely affected by the sharp drop in Asian securities markets and the economic crises in Argentina, Brazil, Greece, Italy, Portugal, Russia, Spain, Venezuela and the United Arab Emirates.
In addition, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States. Therefore, an economic downturn in the United States will significantly adversely impact the Mexican economy. Furthermore, the Company cannot assure you that any policies adopted by the Biden U.S. administration will not have an impact in the market value of its securities, or that the market value of its securities will not be adversely affected by events elsewhere. See also, “—Risks Related to Our Operations— Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.”
Delays in the process of obtaining necessary governmental approvals could affect the ability to expand the airports of the Company.
The expansion, development and growth of the Company’s airports from time to time may require governmental approvals, administrative proceedings or some other governmental action. Any delay or inability to obtain such approvals or favorable outcomes of such proceedings could have a negative impact on the expansion, development and growth of the Company’s airports.
Mexico’s environmental legislation could limit the growth of some of our airports.
The level of environmental regulation in Mexico is increasing and the enforcement of environmental laws has become more common. For instance, Mexico launched a carbon dioxide (CO2) market in 2018. This initiative requires that industries that generate above a certain amount of CO2 emissions pay for rights to excess emissions. Starting in 2019, the legislation also requires that companies report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). In addition, new water quality standards are being discussed, which would require greater water quality for all of our wastewater disposal. 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.
According to the Mexican Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) norm NOM-SEMARNAT-059-2010, mangroves are protected species, and it is a criminal offense to remove such species. Within the grounds of our Acapulco and Zihuatanejo airports, we have extended areas with mangroves, which may limit our potential to expand such airports.
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The Mexican National Water Commission (Comisión Nacional del Agua) has the authority to restrict water use in some of our airports due to water shortage in Mexico and has enhanced its mechanisms to verify compliance with the fiscal, administrative and technical requirements regarding the extraction and discharge of water. Concessionaires who fail to comply with any of these requirements may be subject to administrative procedures that may result in the cancellation of water extraction rights and /or the imposition of significant fines. Currently, we have the concession to manage groundwater extraction in 9 of our 13 airports.
Furthermore, all thirteen of our airports have received the Environmental Quality Certification awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente). However, compliance with current or future environmental regulations may require us to incur additional costs in order to bring our airports into compliance, and if we fail to comply with current or future environmental regulations, we may be subject to fines and other sanctions.
On August 11, 2014, the Mexican National Agency of Industrial Safety and Protection of the Environment of the Hydrocarbons Sector (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos, or “ASEA”) was created. While initially taking a secondary role to the role of the Mexican Ministry of the Environment and Natural Resources, ASEA has started to enforce its legal powers. Our airport growth projects related to fuel supply must now be approved by ASEA, which may result in more burdensome proceedings for the approval of special projects related to hydrocarbons. As of the date of this report, there can be no assurance whether ASEA’s rules and regulations will materially affect our business or results of operations.
Minority shareholders may be less able to enforce their rights against the Company, its directors or controlling 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, there are no precedent cases in which Mexican courts found that the directors violated their fiduciary duties. As a result, it may be difficult for minority shareholders to bring an action against directors for breach of these duties and achieve the same results as in most jurisdictions in the United States. Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012. However, these rules and procedures are different and more limited than those in place in the United States. Therefore, it may be more difficult for minority shareholders to enforce their rights against the Company, its directors or its controlling shareholders.
Enforcing civil liabilities against us or our directors, officers and controlling persons may be difficult.
We are organized under the laws of Mexico, and almost all of our directors, officers and controlling persons reside in Mexico. In addition, a substantial portion of our assets and the assets of our directors, officers and controlling persons are located in Mexico. As a result, it may be difficult for investors to effect service of process on such persons within the United States or elsewhere outside of Mexico or to enforce judgments against us or our directors, officers and controlling persons, including in any action based on civil liabilities under U.S. federal securities laws. There is doubt as to the enforceability in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts or other courts outside of Mexico, of liabilities based solely on U.S. federal securities laws.
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Mexican law and the bylaws of the Company restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.
As required by Mexican law, the Company’s bylaws provide that non-Mexican shareholders shall be considered as Mexicans in respect of their ownership interests in the Company and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances. Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in the Company. If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government.
The Company is subject to different corporate disclosure standards than U.S. companies.
A principal objective of the securities laws of the United States is to promote full and fair disclosure of all material corporate information. However, there may be less publicly available information about foreign issuers of securities listed in the United States than is regularly published by or about U.S. issuers of listed securities.
Risks Related to Our Shareholders
Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”) has the right to appoint certain key members of our management, and SETA’s interests may differ from those of other shareholders.
VINCI SA (“VINCI”), VINCI Concessions SAS (“VINCI C”), VINCI Airports SAS (“VINCI A”), VINCI Airports Participations SAS (“VINCI Participations”) and CONCESSOC 31 SAS (“CONCESSOC” and together with VINCI, VINCI C and VINCI A, and VINCI Participations, the “VINCI Entities”), through CONCESSOC and their direct subsidiary SETA, are the beneficial owners of 29.99% of our total capital stock. SETA directly owns Series B shares and Series BB shares that represent 14.8% of our capital stock. CONCESSOC owns Series B shares that represent 15.1% of our capital stock.
As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place. The rights and obligations of SETA in our management are explained in “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”
The termination of the Technical Assistance Agreement would also trigger the conversion of SETA’s remaining Series BB shares into Series B shares, resulting in the termination of all of SETA’s special rights. As long as the Technical Assistance Agreement remains in effect and SETA continues to hold at least 7.65% of our capital stock in the form of Series BB shares, it also has the right to appoint and nominate the same number of directors and officers that it is currently entitled to appoint under our bylaws. For further information on the Technical Assistance Agreement and its terms, see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Arrangements Relating to SETA.”
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SETA’s veto rights as holder of at least 7.65% of our capital stock in the form of Series BB shares and its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, which will continue for as long as it maintains the aforementioned percentage and the Technical Assistance Agreement remains in effect, could constitute an obstacle for us to bring in a new strategic shareholder and/or operator. With the right to nominate, appoint and remove certain members of our senior management, SETA influences the actions of our management. Should SETA’s shares fall below this threshold, our management could change significantly. In the event of termination of the Technical Assistance Agreement, SETA would cease to have the special rights of the Series BB shares, which may adversely affect and disrupt our operations.
On September 14, 2020, Empresas ICA, S.A.B. de C.V. and Controladora de Operaciones de Infraestructura, S.A. de C.V. (“CONOISA”) filed Amendment No. 9 amending the Schedule 13D filed with the SEC, informing that prior to June 12, 2020, SETA was a wholly-owned subsidiary of ICA Tenedora, S.A. de C.V. (“ICATEN”). On June 10, 2020, each of Bagual S.à r.l., Grenadier S.à r.l., Pequod S.à r.l., Harpoon S.à r.l. and Expanse S.à r.l. entered into a Stock Purchase Agreement with ICATEN and in the case of Bagual, a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps.5.47 per share for 862,703,377 shares.
On May 24, 2021, Aerodrome, SETA, Bagual S.à r.l., Grenadier S.à r.l., Pequod S.à r.l., Harpoon S.à r.l. and Expanse S.à r.l., Fintech, and David Martínez purchased 923,703 ADSs, representing 7,389,624 Series B Shares, and 52,765,577 Series B Shares of the Company through a cash tender offer in the U.S and an offer by Aerodrome in Mexico directed to holders of Series B Shares. The transaction closed on July 9, 2021 and the aggregate purchase price for the Company’s shares was Ps.137 per Series B Share and Ps.1,096 per ADS, for a total of approximately Ps.8,241 million (the “Tender Offer”).
On December 7, 2022, CONCESSOC completed the purchase of all the equity interests in SETA and Aerodrome pursuant to a Share Purchase Agreement (“SPA”) dated July 31, 2022, by and among, inter alia, CONCESSOC as purchaser and Fintech Holdings Inc., Bagual S.à r.l., Grenadier S.à r.l., Pequod S.à r.l., Harpoon S.à r.l. and Expanse S.à r.l., as sellers, (collectively, the “Sellers”), in which CONCESSOC agreed to purchase 100% of the equity interests held by the Sellers in SETA and Aerodrome, respectively for US$1,170,000,000. As of such date, SETA and Aerodrome collectively owned 66,046,210 of the Company’s Series B Shares (including Aerodrome’s Series B Shares represented by ADSs) and SETA owned 49,766,000 of the Company’s Series BB shares.
Additionally, according to a press release issued by VINCI on December 8, 2023, Aerodrome and CONCESSOC completed a cross-border merger on May 25, 2023, to merge and dissolve Aerodrome into CONCESSOC for internal management purposes (referred to as the “Internal Restructuring”). As a result of this merger, the Series B Shares of the Company were transferred to CONCESSOC at fair market value, and Aerodrome ceased to exist. CONCESSOC became the direct beneficial owner of the Series B Shares previously held by Aerodrome. Following the Internal Restructuring, all rights and obligations of Aerodrome were transferred to CONCESSOC.
The interests of SETA, the VINCI Entities, or any shareholder holding Series BB shares may differ from those of our other shareholders and can be contrary to the preferences and expectations of our other shareholders. SETA and the officers nominated or appointed by it may not exercise their rights in ways that favor the interests of our other shareholders. Furthermore, as a result of our board’s decision-making process, officers appointed by SETA may influence decisions taken by the rest of our officers.
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Risks Related to Our ADSs
You may not be entitled to participate in future preemptive rights offerings.
Under Mexican law, if we issue new shares for cash as part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in the Company. Rights to purchase shares in these circumstances are known as preemptive rights. We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase, unless we file a registration statement with the SEC with respect to that future issuance of shares or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended.
At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement.
We may not file a registration statement with the SEC in the future to allow holders of ADSs or shares in the United States to participate in a preemptive rights offering. In addition, under current Mexican law, sales by the depository of preemptive rights and distribution of the proceeds from such sales to you, the ADS holders, is not possible. As a result, your equity interest in the Company may be diluted proportionately.
Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.
Under Mexican law, a shareholder is required to deposit its shares with the Secretary of the Company, S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), a Mexican or foreign credit institution or a brokerage house in order to attend a shareholders’ meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with the procedures provided for in the deposit agreement, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.
FORWARD-LOOKING STATEMENTS
This Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our annual and periodic reports to the SEC on Forms 20-F and 6-K, in our annual report to shareholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include but are not limited to:
| ● | projections of operating revenues, net comprehensive income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios, |
| ● | statements of our plans, objectives or goals, |
| ● | changes in our regulatory environment, |
| ● | statements about our future economic performance or that of Mexico or the countries to and from which the passengers who use our airports arrive and depart, and |
| ● | 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.
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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 such forward-looking statements. These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our concessions, competitive pressures on maximum rates, developments in legal proceedings, effects on our company from changes in our relationship with or among our affiliated companies, economic and political conditions and government policies in Mexico or elsewhere, inflation rates, exchange rates, increases in interest rates, fluctuation of crude oil prices and its effect on fuel costs, regulatory developments, customer demand and competition in the airline industry. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.
Item 4. Information on the Company
HISTORY AND DEVELOPMENT OF THE COMPANY
Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., which we refer to by the acronym “GACN”, is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment. The duration of our corporate existence is indefinite. We are a holding company and conduct substantially all of our operations through our subsidiaries. The terms “GACN”, “the Company”, “we”, “us” and “our” in this annual report refer to Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified. Our registered office is located at Plaza Metrópoli Patriotismo, Piso 5, Av. Patriotismo 201, Col. San Pedro de los Pinos, Benito Juárez, Ciudad de México, México 03800, telephone +52.81.8625.4300. Our U.S. agent is Puglisi & Associates. Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can also be downloaded from the SEC’s website or our website at http://www.oma.aero.
Investment by SETA and Its Affiliates
In 2000, as part of the first stage of our privatization, the Mexican government sold Series BB shares to SETA in a public bidding process. Pursuant to this transaction, SETA paid the Mexican government a total of Ps.864,055,578 (amount in nominal pesos, excluding interest) (U.S.$76.0 million based on the exchange rate in effect on the date of SETA’s bid) in exchange for:
| ● | all of our Series BB shares, which in 2000 represented 15.0% of our outstanding capital stock; |
| ● | an option to acquire from the Mexican government shares representing 36.0% of the capital stock in 2000. This option was subsequently assigned to and exercised by Aeroinvest (subsequently CONOISA); |
| ● | an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005, and 2% of which was exercised in September 2006); 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 SETA) (the “Participation Agreement”), a 15-year Technical Assistance Agreement setting forth SETA’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 public bidding process. These agreements are described in greater detail under “Item 7. Major Shareholders and Related-Party Transactions.” |
Currently, Series BB shares represent 12.9 % of our outstanding capital stock and the remainder consist of Series B shares. SETA currently owns all of the outstanding Series BB shares representing 12.9% of our outstanding capital stock and also owns Series B shares representing 1.9% of our outstanding capital stock.
SETA’s current shareholders are the VINCI Entities, through wholly-owned subsidiaries, which in the aggregate own directly 100% of SETA.
Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2023 amounted to approximately Ps.237,896 thousand. This agreement is more fully described in “Item 7. Major Shareholders and Related-Party Transactions.”
Initial Public Offering
On November 29, 2006, a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN (a Mexican national credit institution and development bank owned and controlled by the Mexican Government), acting pursuant to the instructions of the former Ministry of Communications and Transportation (as of October 10, 2021, the “Ministry of Infrastructure, Communications and Transportation”), sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of ADSs and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares totaled approximately U.S.$432.2 million and were paid to the Mexican government.
Master Development Programs and Capital Expenditures
Master Development Program
Every five years, we are required to submit to the Ministry of Infrastructure, Communications and Transportation for approval a Master Development Program for each of our concessions describing, among other matters, our traffic forecasts for the following 15 years, and detailed expansion, modernization and major and minor maintenance plans for the following five years. Each Master Development Program is required to be updated and resubmitted for approval to the Ministry of Infrastructure, Communications and Transportation every five years. Upon such approval, the Master Development Program is binding for the following five years and deemed to constitute part of the relevant concession. Any major construction, renovation or expansion of an airport generally may only be made pursuant to a concession holder’s Master Development Program and upon approval by the Ministry of Infrastructure, Communications and Transportation. In November 2020, the Ministry of Infrastructure, Communications and Transportation approved the Master Development Programs for each of our subsidiary concession holders for the 2021 to 2025 period. These five-year Master Development Programs, which were approved by the Ministry of Infrastructure, Communications and Transportation, are in effect from January 1, 2021 until December 31, 2025, and we are required to comply with them on a year-by-year basis.
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On October 19, 2023, in accordance with the amendments to the tariff regulation bases set forth in Annex 7 of the Company’s concession titles, the Federal Civil Aviation Agency authorized the Company to defer certain investments committed under the Master Development Programs currently in place by approximately 24 months. As a result, instead of the Ps.618,833 thousand and Ps.563,693 thousand (expressed in pesos with purchasing power as of December 2023) originally committed to be invested between 2024 and 2025, respectively, Ps.805,654 thousand will be executed in 2026, and Ps.376,872 thousand will be executed in 2027.
The following table sets forth our committed investments, including major maintenance expenditures, under our Master Development Programs by airport for 2021 through 2025. Figures are updated based on the Producer Price Index for the construction industry:
Committed Investments Under Master Development Programs by
Airport for 2021 through 2025 (1)(2)(3)
For the Year Ended December 31, | ||||||||||||
|
|
|
|
| Total | |||||||
2021 | 2022 | 2023 | 2024 | 2025 | 2021 - 2025 | |||||||
(in thousands of pesos) | ||||||||||||
Acapulco |
| 219,580 | 70,441 | 58,708 | 25,967 | 53,081 | 427,777 | |||||
Ciudad Juárez |
| 303,893 | 263,616 | 406,880 | 254,334 | 80,566 | 1,309,290 | |||||
Culiacán |
| 362,733 | 392,334 | 433,752 | 94,697 | 114,991 | 1,398,507 | |||||
Chihuahua |
| 244,382 | 216,738 | 273,777 | 150,809 | 94,447 | 980,154 | |||||
Durango |
| 95,683 | 145,908 | 106,621 | 57,623 | 32,207 | 438,041 | |||||
Mazatlán |
| 102,844 | 91,845 | 170,725 | 19,840 | 51,967 | 437,221 | |||||
Monterrey |
| 1,230,409 | 1,735,888 | 1,609,648 | 1,812,534 | 1,630,253 | 8,018,731 | |||||
Reynosa |
| 135,975 | 57,388 | 58,209 | 46,559 | 37,623 | 335,755 | |||||
San Luis Potosí |
| 200,745 | 108,104 | 116,931 | 66,433 | 38,712 | 530,924 | |||||
Tampico |
| 135,534 | 90,671 | 70,734 | 14,212 | 66,909 | 378,060 | |||||
Torreón |
| 106,647 | 143,648 | 50,529 | 36,348 | 43,208 | 380,380 | |||||
Zacatecas |
| 92,624 | 31,301 | 24,371 | 21,882 | 29,083 | 199,261 | |||||
Zihuatanejo |
| 101,943 | 101,262 | 24,079 | 40,978 | 67,482 | 335,744 | |||||
Total |
| 3,332,992 |
| 3,449,144 |
| 3,404,964 |
| 2,642,215 |
| 2,340,528 | 15,169,844 | |
| (1) | In pesos with purchasing power as of December 2023. |
| (2) | For presentation purposes, the committed investments for 2024 and 2025 in the table include the Ps.618,833 thousand investment which has been authorized to be postponed to 2026 and 2027. The total amount of investments, including these postponed amounts, for the period 2021-2025, is Ps.16,352,370 thousand. |
| (3) | For presentation purposes, the committed investments for 2024 and 2025 in the table include the Ps.563,693 thousand investment which has been authorized to be postponed to 2026 and 2027. The total amount of investments, including these postponements for the period 2021-2025, remains Ps.16,352,370 thousand. |
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The following table sets forth our committed investments, including major maintenance expenditures, under our Master Development Programs by category for 2021 through 2025:
Committed Investments Under Master Development Programs by
Category for 2021 through 2025 (1)(2)(3)
For the Year Ended December 31, | ||||||||||||
|
|
|
|
| Total | |||||||
2021 | 2022 | 2023 | 2024 | 2025 | 2021 - 2025 | |||||||
(in thousands of pesos) | ||||||||||||
Terminal capacity expansions and quality projects |
| 810,301 | 1,341,041 | 1,669,285 | 1,534,933 | 1,572,061 | 6,927,621 | |||||
Projects to meet ICAO directives |
| 306,726 | 181,677 | 18,258 | 13,329 | 12,345 | 532,334 | |||||
Operational Infrastructure Expansion |
| 249,157 | 231,775 | 205,319 | 177,393 | 249,245 | 1,112,889 | |||||
Runways and aprons |
| 480,530 | 572,051 | 452,542 | 369,418 | 175,771 | 2,050,311 | |||||
Machinery and equipment |
| 551,115 | 684,482 | 246,252 | 24,653 | 173,972 | 1,680,473 | |||||
Security, Safety and Information Technology Equipment |
| 504,609 | 203,011 | 707,112 | 469,190 | 105,925 | 1,989,847 | |||||
Other |
| 430,556 | 235,106 | 106,197 | 53,300 | 51,210 | 876,369 | |||||
Total |
| 3,332,992 |
| 3,449,144 |
| 3,404,964 |
| 2,642,215 |
| 2,340,528 | 15,169,844 | |
| (1) | In pesos with purchasing power as of December 2023. |
| (2) | For presentation purposes, the committed investments for 2024 and 2025 in the table include the Ps.618,833 thousand investment which has been authorized to be postponed to 2026 and 2027. The total amount of investments, including these postponed amounts, for the period 2021-2025, is Ps.16,352,370 thousand. |
| (3) | For presentation purposes, the committed investments for 2024 and 2025 in the table include the Ps.563,693 thousand investment which has been authorized to be postponed to 2026 and 2027. The total amount of investments, including these postponements for the period 2021-2025, remains Ps.16,352,370 thousand. |
Expenditures Under the Master Development Programs and Other Strategic Capital Expenditures
Expenditures incurred to comply with our obligations under the Master Development Programs include expenditures associated with improvements to our concession assets, major maintenance costs and other items recorded as operating costs as incurred. Major maintenance expenditures are not subject to capitalization and reduce our major maintenance provision. See “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Major Maintenance Provision.” Thus, not all expenditures incurred to comply with our obligations under the Master Development Programs will constitute capital expenditures.
In addition to investments in our Master Development Programs, we have also invested in commercial, real estate and other business opportunities, including our investment in hotels in Terminal 2 of the Mexico City International Airport and in the Monterrey airport, as well as our industrial park in the Monterrey airport.
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The following table sets forth our actual capital expenditures, including capital expenditures made pursuant to our Master Development Programs and other strategic capital expenditures by airport for 2019 through 2023:
Actual Capital Expenditures by Airport for 2019 through 2023
For the Year Ended December 31, | ||||||||||
| 2019 | 2020 |
| 2021 |
| 2022 | 2023 | |||
(in thousands of pesos) | ||||||||||
Acapulco |
| 12,221 |
| 34,592 | 44,088 | 76,716 | 64,558 | |||
Ciudad Juárez |
| 29,839 |
| 78,794 | 165,227 | 259,370 | 459,571 | |||
Culiacán |
| 65,480 |
| 40,919 | 91,354 | 128,053 | 431,568 | |||
Chihuahua |
| 173,576 |
| 37,908 | 63,584 | 109,125 | 153,019 | |||
Durango |
| 48,932 |
| 47,209 | 35,601 | 92,040 | 132,316 | |||
Mazatlán |
| 37,812 |
| 23,804 | 45,625 | 142,351 | 114,235 | |||
Monterrey |
| 244,038 |
| 748,245 | 1,002,022 | 1,450,958 | 1,135,411 | |||
Reynosa |
| 63,443 |
| 30,191 | 62,780 | 77,439 | 25,442 | |||
San Luis Potosí |
| 71,716 |
| 53,596 | 67,399 | 55,812 | 116,144 | |||
Tampico |
| 111,210 |
| 50,152 | 129,471 | 78,088 | 81,292 | |||
Torreón |
| 9,105 |
| 29,400 | 28,802 | 55,251 | 71,347 | |||
Zacatecas |
| 17,555 |
| 29,443 | 18,318 | 65,610 | 44,982 | |||
Zihuatanejo |
| 105,374 |
| 74,516 | 129,957 | 98,243 | 78,863 | |||
Other |
| 58,625 |
| 122,714 | 26,313 | 198,231 | 308,045 | |||
Total |
| 1,048,926 | 1,401,483 |
| 1,910,541 |
| 2,887,287 | 3,216,794 | ||
The following table sets forth our actual capital expenditures by category across all of our airports for 2019 through 2023:
Actual Capital Expenditures by Category for 2019 through 2023
For the Year Ended | ||||||||||
December 31, | ||||||||||
2019 | 2020 |
| 2021 | 2022 | 2023 | |||||
(in thousands of pesos) | ||||||||||
Capacity and quality project | 598,829 | 946,848 | 1,019,022 | 1,787,056 | 2,381,686 | |||||
Projects to meet ICAO directives | 52,345 | 57,788 | 90,437 | 220,072 | 122,381 | |||||
Facilities for disabled passengers | — | 591 | 4,455 | 2,300 | 653 | |||||
Environmental projects | 3,350 | 4,279 | 220,480 | 50,722 | 50,386 | |||||
Projects requested by competent authorities | 692 | 16,806 | 2,665 | 23,369 | 10,165 | |||||
Runways and aprons | 220,647 | 95,033 | 202,126 | — | — | |||||
Machinery and equipment | 15,413 | 8,672 | 64,314 | 166,919 | — | |||||
Operative standards equipment | 10,027 | 33,475 | 37,146 | 109,612 | 1,511 | |||||
Security — investments | 17,305 | 29,398 | 13,125 | 61,675 | 20,375 | |||||
Information systems — investments | 16,972 | 14,432 | 13,230 | 52,360 | 109,756 | |||||
Baggage-screening system — investments | 820 | 22,363 | 69,337 | 43,671 | 79,243 | |||||
Other | 112,527 | 171,798 | 174,204 | 369,531 | 440,638 | |||||
Total | 1,048,926 |
| 1,401,483 | 1,910,541 | 2,887,287 | 3,216,794 | ||||
In 2021, 2022 and 2023, our major maintenance expenditures totaled Ps.203,042 thousand, Ps.397,963 thousand and Ps.421,522 thousand, respectively. For a detailed reconciliation of expenditures actually made during 2021, 2022 and 2023 and their classification in our consolidated financial statements for such periods, see “Item 5 Operating and Financial Review and Prospects—Liquidity and Capital Resources—Principal Uses of Capital.”
39
Our actual capital expenditures from 2021 through 2023 were allocated to the following types of investments at the majority of our airports:
| ● | Terminals. We started the construction of seven building expansions, and we completed the construction of four expansion projects in 2021. In 2021, we started the expansion and remodeling of the Culiacán and Durango terminal buildings, and we continued with the expansion of our terminal in Ciudad Juárez. We also improved our airports’ terminals by, among others, updating our lighting and air conditioning systems, replacing our fire detection and suppression equipment, installing new elevators and escalators and upgrading our public information systems. |
| ● | Paved surfaces. We performed major rehabilitation work on our runways in Durango, Culiacán, Torreón and Zacatecas airports, taxiways and service roads to meet ICAO standards, including the modernization of our illuminated navigation aid systems to improve the safety of our airports. We expanded several aircraft aprons for general, cargo and commercial aviation, particularly at the Monterrey and Ciudad Juárez airports. We also completed construction of taxiways at the Monterrey airport, two new car rental facilities at each of the Monterrey and Acapulco airports, an expansion of the Chihuahua airport parking lot, and a new parking lot at Ciudad Juarez airport. We began the construction of three new parking lots at the Monterrey airport. |
| ● | Machinery and equipment. We invested in machinery and equipment such as aircraft-approved fire-extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment. We purchased operational and passenger ground vehicles. We also began the renewal of our runway light technology from halogen to solar LED in Reynosa, Acapulco, Monterrey, Mazatlán, Durango, Torreón and Zacatecas airports. We began the construction of a new electrical substation at the Monterrey airport. In 2021, we started with the installation of battery banks with an aggregate storage capacity of 18.1 MW in Monterrey, Chihuahua, Ciudad Juárez, Mazatlán, Acapulco and Culiacán. |
| ● | Baggage-screening system – investments. We updated the screening equipment in six of our airports in 2021 to facilitate compliance with the new baggage-screening guidelines that require a comprehensive screening process for the detection of explosives using new Computer Tomography X-ray (CTX). |
| ● | Investment in solar panels at our 13 airports. In 2021, we invested over Ps.250 million in the installation of solar panels in all of our 13 airports with an aggregate capacity of 8.44 MWp, which generated approximately 17.8% of the Company’s energy consumption in 2022. This investment was financed by our Green Notes. |
| ● | OMA-VYNMSA Industrial Park at the Monterrey airport. We continued with the expansion of our OMA-VYNMSA industrial park located at the Monterrey airport. As of December 31, 2023, we had a total of 13 warehouses with a total leasable area of 91,942 square meters (979,760 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 36 to 144 months. We began the construction of four additional warehouse with an area of 40,968 square meters (440,978 square-feet) which are expected to be completed in 2024. |
| ● | OMA Carga Bonded Warehouse for Ground Transportation at the Monterrey airport. In order to meet the growing demand for cargo we started the expansion of OMA Logistica bonded warehouse in December 2022 to expand its current capacity by adding more than 1,140 square meters (12,271 square-feet) for ground handling and storage spaces. |
| ● | Terminal 2 NH Collection Hotel at Mexico City Airport. During 2022, we started the renovation of the Terminal 2 NH Collection Hotel, which includes public areas such as the restaurant, bar, and lobby while also remodeling the 287 rooms to improve our customers’ experience. |
40
BUSINESS OVERVIEW
Our Operations
Through our subsidiaries, we hold concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in the country’s central and northern regions. Each of our concessions has a term of 50 years beginning on November 1, 1998. The term of each of our concessions may be extended by the Ministry of Infrastructure, Communications and Transportation under certain circumstances for up to 50 additional years. The terms of our concessions also include the right to occupy, use and improve the land appurtenant to our airports, which we do not own and which will revert to the Mexican government upon the termination of our concession. As operator of the 13 airports under our concessions, we charge fees to airlines, passengers and other users for the use of the airports’ facilities. We also derive rental and other income from commercial and diversification activities conducted at our airports, such as the leasing of space to restaurants and retailers, the operation of parking facilities, the operation of the OMA Carga business, the Terminal 2 NH Collection Hotel and the Hilton Garden Inn Hotel at the Monterrey airport, among others.
We operate 13 airports, which serve a major metropolitan area (Monterrey), three tourist destinations (Acapulco, Mazatlán and Zihuatanejo), seven regional centers (Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas) and two border cities (Ciudad Juárez and Reynosa). Our airports are located in nine of the 32 Mexican states, covering a territory of approximately 926,421 square kilometers (575,667 square miles), with a population of approximately 29.0 million according to the Mexican National Institute of Statistics and Geography. All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and to maintain customs and immigration services managed by the Mexican government, as well as refueling services.
According to figures published by the Mexican Federal Civil Aviation Agency, our total aviation passenger traffic accounted for approximately 14.3% of all arriving and departing total aviation passengers in Mexico in 2023.
In 2023, we recorded revenues of Ps.14,457,080 thousand (U.S.$ 854,488 thousand) and a consolidated net income of Ps.5,020,426 thousand (U.S.$ 296,733 thousand), the sum of our aeronautical and non-aeronautical revenues was Ps.11,559,079 thousand (U.S.$ 683,201 thousand) and our airports handled approximately 26.8 million terminal passengers, an increase of 15.6% with respect to the 23.2 million terminal passengers handled in 2022.
Our airports serve several major international routes, including Monterrey-Houston, Monterrey-Dallas, Monterrey-San Antonio, San Luis Potosí-Dallas, Monterrey-Chicago, Monterrey-Madrid, Monterrey-Atlanta, Monterrey-Las Vegas, San Luis Potosí-Houston, Chihuahua-Dallas, Mazatlán-Phoenix, Zacatecas-Chicago, Mazatlán-Los Angeles, Durango-Dallas and Zihuatanejo-Los Angeles. Our airports also serve several other major international destinations, including New York, Miami, Detroit, Denver, and San José, California in the United States, Madrid in Spain, Panama City and Calgary in Canada. In addition, our airports serve major resort destinations, such as Mazatlán, Acapulco and Zihuatanejo, which are popular destinations in Mexico frequented by tourists from Mexico, the United States and Canada. Our airports also serve major domestic routes, including Monterrey-Mexico City, which was the country’s second busiest domestic route in 2023, with approximately 4.0 million total passengers (including passengers flying directly to the nearby airports of Toluca and Santa Lucia (AIFA), which are counted together with those flying to Mexico City), according to the Mexican Federal Civil Aviation Agency. Other major domestic routes served by our airports include Monterrey-Cancún, Monterrey-Guadalajara, and Culiacán-Tijuana and Ciudad Juárez-Mexico City, with approximately 1,841,527, 1,010,569 and 983,064 and 866,341 total passengers, respectively, in 2023, according to the Mexican Federal Civil Aviation Agency.
Our international traffic in 2023 increased by 21.2% compared to 2022, principally as a result of an increase in the operations of United Airlines’ Monterrey-Houston route, American Airlines’ Monterrey-New York route, VivaAerobus’ Monterrey-Chicago route, American Airlines’ Monterrey-Phoenix route, Aeroméxico’s Monterrey-Detroit route, Aeroméxico’s Monterrey-Madrid route, Delta Airlines’ Monterrey-Atlanta route, Aeroméxico’s Monterrey- Los Angeles route, VivaAerobus’ Monterrey- San Antonio route and United Airlines’ San Luis Potosí-Houston route.
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Monterrey and its metropolitan area is the third largest city in Mexico based on population, with a population of approximately 5.3 million. Monterrey ranks among Mexico’s most established urban and commercial centers and is the capital of the state of Nuevo León, Mexico’s seventh largest state based on population. It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities. Business travelers account for a substantial portion of passengers at the Monterrey airport. The Monterrey airport is our leading airport based on passenger traffic volume, air traffic movements and contribution to revenues and ranked as the fourth busiest airport in Mexico based on passenger traffic volume in 2023, according to data published by the Mexican Federal Civil Aviation Agency. In 2023, our Monterrey airport accounted for approximately 49.6% of our terminal passenger traffic, 43.0% of our total revenues and 44.0% of the sum of our aeronautical and non-aeronautical revenues.
Three of our airports, Acapulco, Mazatlán and Zihuatanejo, serve popular Mexican tourist destinations. Acapulco is Mexico’s 29th largest tourist destination, Mazatlán is the 19th and Zihuatanejo is the 33th, based on the number of international visitors in 2023 according to the Mexican Federal Civil Aviation Agency. Acapulco is a principal port of call for cruise ships. In 2023, the Acapulco, Mazatlán and Zihuatanejo airports collectively accounted for 11.8% of our aggregate terminal passengers,10.8% of our total revenues and 11.3% of the sum of our aeronautical and non-aeronautical revenues.
Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with diverse economic activities such as mining (the Durango and Zacatecas airports), maquiladora manufacturing (the Chihuahua and Torreón airports), petroleum and chemical production (the Tampico airport), agriculture and livestock (the Culiacán airport) and transportation and logistics (the San Luis Potosí airport). In 2023, these seven regional airports collectively accounted for 28.1% of our aggregate terminal passengers, 27.5% of our total revenues and 25.5% of the sum of our aeronautical and non-aeronautical revenues.
The remaining two airports in the group, the Ciudad Juárez and Reynosa airports, serve cities situated along the border of Mexico and the United States. Both Ciudad Juárez and Reynosa are popular entry points to the United States. In 2023, the Ciudad Juárez and Reynosa airports collectively accounted for 10.5% of our aggregate terminal passengers, 10.0% of our total revenues and 8.3% of the sum of our aeronautical and non-aeronautical revenues.
Additionally, we operate four bonded warehouses under the OMA Carga brand that provide cargo logistics services, which include storage, handling, custody maneuvers, loading and unloading, and x-ray screening of exports, among other services. Two bonded warehouses operate at the Monterrey airport, one operates at the Ciudad Juárez airport and the other at the Chihuahua airport.
We also have a 90 % investment with a Mexican subsidiary of the international hotel operator NH Hoteles SA under Consorcio Grupo Hotelero T2, S.A. de C.V. to develop and operate a 287-room hotel and more than 5,000 square meters (53,820 square feet) of commercial space inside Terminal 2 of Mexico City International Airport under a lease agreement (the “Lease”) with Mexico City International Airport that expires in 2029. The Terminal 2 NH Collection Hotel opened in August 2009. Under certain circumstances, the Mexico City International Airport can terminate the Lease at any time with partial or no compensation to us.
In November 2012, as part of our diversification activities, we signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2023, we have built a total of 13 warehouses with a total leasable area of 91,042 square meters (979,670 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 36 to 144 months. We began the construction of four additional warehouses with an area of 40,968 square meters (440,978 square-feet) in 2023, which is expected to be completed in 2024.
We also have an investment with Grupo Hotelero Santa Fe, S.A.B. de C.V. (“Grupo Hotelero Santa Fe”), a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand. The hotel started operations on August 27, 2015.
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We consider OMA Carga, our hotel operations and the operation of our industrial park a key part of our diversification strategy to increase our non-aeronautical revenues.
The following table provides summary data for each of our 13 airports for the years ended December 31, 2021, 2022 and 2023:
For the Year Ended December 31, | ||||||||||||||||||||||||||||||
2021 | 2022 | 2023 | ||||||||||||||||||||||||||||
Aeronautical | Aeronautical | Aeronautical | ||||||||||||||||||||||||||||
Sum of | and Non- | Sum of | and Non- | Sum of | and Non- | |||||||||||||||||||||||||
Aeronautical | Aeronautical | Aeronautical | Aeronautical | Aeronautical | Aeronautical | |||||||||||||||||||||||||
and | Revenues | and | Revenues per | and | Revenues | |||||||||||||||||||||||||
Terminal | Non-Aeronautical | per Terminal | Terminal | Non-Aeronautical | Terminal | Terminal | Non-Aeronautical | per Terminal | ||||||||||||||||||||||
Passengers | Revenues (1) | Passenger(2) | Passengers | Revenues(1) | Passenger (2) | Passengers | Revenues(1) | Passenger (2) | ||||||||||||||||||||||
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| in millions) | % |
| of pesos) | % | (pesos) |
| in millions) | % |
| of pesos) | % | (pesos) |
| in millions) | % |
| of pesos) | % | (in pesos) | |||||||||
Metropolitan destination: |
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Monterrey |
| 8.3 |
| 45.9 | % | 2,922.9 |
| 46.8 | % | 407.2 |
| 10.9 |
| 47.1 | % | 3,842.2 |
| 46.6 | % | 351.1 | 13.3 | 49.6 | % | 5,088.0 |
| 49.4 | % | 381.8 | ||
Total metropolitan destination |
| 8.3 |
| 45.9 | % | 2,922.9 |
| 46.8 | % | 407.2 | (3) | 10.9 |
| 47.1 | % | 3,842.2 |
| 46.6 | % | 351.1 | 13.3 |
| 49.6 | % | 5,088.0 |
| 49.35 | % | 381.8 | |
Tourist destinations: |
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Acapulco |
| 0.7 |
| 3.7 | % | 229.9 |
| 3.7 | % | 343.0 |
| 0.8 |
| 3.6 | % | 313.7 |
| 3.8 | % | 374.0 | 0.9 | 3.3 | % | 364.3 |
| 3.5 | % | 407.5 | ||
Mazatlán |
| 1.1 |
| 6.1 | % | 363.4 |
| 5.8 | % | 338.3 |
| 1.5 |
| 6.2 | % | 530.5 |
| 6.4 | % | 365.6 | 1.6 | 6.0 | % | 662.9 |
| 6.4 | % | 408.8 | ||
Zihuatanejo |
| 0.4 |
| 2.4 | % | 159.1 |
| 2.5 | % | 366.5 |
| 0.6 |
| 2.6 | % | 244.7 |
| 3.0 | % | 412.3 | 0.7 | 2.4 | % | 281.6 |
| 2.7 | % | 430.4 | ||
Total tourist destinations |
| 2.2 |
| 12.2 | % | 752.4 |
| 12.04 | % | 345.3 | (3) | 2.9 |
| 12.4 | % | 1,088.9 |
| 13.22 | % | 377.7 | 3.2 |
| 11.8 | % | 1,308.9 |
| 12.70 | % | 412.89 | |
Regional destinations: |
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Chihuahua |
| 1.4 |
| 7.6 | % | 467.6 |
| 7.5 | % | 381.0 |
| 1.7 |
| 7.4 | % | 603.4 |
| 7.3 | % | 349.4 | 1.9 | 7.1 | % | 718.0 |
| 7.0 | % | 376.7 | ||
Culiacán |
| 2.0 |
| 10.9 | % | 631.1 |
| 10.1 | % | 320.3 |
| 2.4 |
| 10.4 | % | 821.8 |
| 10.0 | % | 338.7 | 2.6 | 9.7 | % | 952.2 |
| 9.2 | % | 364.5 | ||
Durango |
| 0.4 |
| 2.5 | % | 169.9 |
| 2.7 | % | 381.0 |
| 0.5 |
| 2.1 | % | 191.6 |
| 2.3 | % | 394.7 | 0.5 | 1.9 | % | 208.2 |
| 2.0 | % | 405.7 | ||
San Luis Potosí |
| 0.5 |
| 2.9 | % | 231.1 |
| 3.7 | % | 437.1 |
| 0.6 |
| 2.7 | % | 288.1 |
| 3.5 | % | 454.9 | 0.7 | 2.7 | % | 336.3 |
| 3.3 | % | 468.0 | ||
Tampico |
| 0.4 |
| 2.2 | % | 153.2 |
| 2.5 | % | 385.8 |
| 0.5 |
| 2.1 | % | 198.3 |
| 2.4 | % | 400.1 | 0.6 | 2.1 | % | 232.2 |
| 2.3 | % | 412.2 | ||
Torreón |
| 0.5 |
| 3.0 | % | 199.7 |
| 3.2 | % | 371.8 |
| 0.7 |
| 2.9 | % | 256.6 |
| 3.1 | % | 382.8 | 0.8 | 2.9 | % | 315.6 |
| 3.1 | % | 406.5 | ||
Zacatecas |
| 0.4 |
| 2.1 | % | 147.4 |
| 2.4 | % | 392.2 |
| 0.4 |
| 1.9 | % | 177.7 |
| 2.2 | % | 409.4 | 0.4 | 1.7 | % | 188.5 |
| 1.8 | % | 424.9 | ||
Total regional destinations |
| 5.6 |
| 31.2 | % | 2,000.0 |
| 32.0 | % | 355.9 | (3) | 6.9 |
| 29.6 | % | 2,537.5 |
| 30.8 | % | 369.3 | 7.5 |
| 28.1 | % | 2,951.0 |
| 28.6 | % | 391.7 | |
Border destinations: |
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Ciudad Juárez |
| 1.5 | 8.3 | % | 439.4 |
| 7.0 | % | 292.9 |
| 2.0 | 8.6 | % | 607.5 |
| 7.4 | % | 303.1 | 2.3 | 8.5 | % | 772.3 |
| 7.5 | % | 339.5 | ||||
Reynosa |
| 0.4 |
| 2.4 | % | 132.1 |
| 2.1 | % | 310.1 |
| 0.5 |
| 2.2 | % | 160.7 |
| 2.0 | % | 310.2 | 0.5 | 2.0 | % | 188.8 |
| 1.8 | % | 349.6 | ||
Total border destinations |
| 1.9 |
| 10.7 | % | 571.5 |
| 9.1 | % | 296.7 | (3) | 2.5 |
| 10.9 | % | 768.2 |
| 9.3 | % | 304.5 | 2.8 |
| 10.5 | % | 961.2 |
| 9.3 | % | 341.4 | |
Sum of aeronautical and non-aeronautical revenues(1) |
| 18.0 |
| 100 | % | 6,247 |
| 100 | % | 371.8 | (3) | 23.2 |
| 100 | % | 8,237 |
| 100 | % | 354.7 | 26.8 |
| 100 | % | 10,309 |
| 100 | % | 384.0 | |
(1) | Defined as the sum of aeronautical and non-aeronautical revenues for each airport, which does not include eliminations among our subsidiaries and does not include revenues from construction services. Revenues in millions rounded to the decimal. |
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(2) | Revenues per terminal passenger are calculated by dividing the sum of aeronautical and non-aeronautical revenues for each airport by the number of terminal passengers for each airport. The result has been rounded to the decimal. |
(3) | Represents average total revenues per terminal passenger for the applicable airports. |
See Note 25 to our consolidated financial statements for further information by segment. The Company’s reportable segments under IFRS include its airports, the Terminal 2 NH Collection Hotel, the Hilton Garden Inn Hotel and the OMA-VYNMSA Industrial Park, individually, and information about our holding company and other companies has been combined in the “other” line item, as they represent other business activities and are segments that are not required to be reported separately. For purposes of analysis, segments are comprised of our two hotels, one industrial park, and thirteen individual airports, which have been grouped into four different regions according to their location: metropolitan, tourist, regional and border airports.
Our Sources of Revenues
Aeronautical Services
Aeronautical services represent the most significant source of our revenues. All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. In 2021, 2022 and 2023, aeronautical services revenues represented approximately 60.5%, 59.1% and 61.8%, respectively, of our total revenues and 76.1%, 76.0% and 77.3%, respectively, of the sum of our aeronautical and non-aeronautical revenues.
Our revenues from aeronautical services are derived principally from: passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services. 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, the time of day the aircraft operates at the airport and the specific prices charged for the service.
Passenger Charges
We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers) called the Tarifa de Uso de Aeropuerto. 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.
The current agreements between our airports and our principal airline customers provide that payments for passenger charges will be between 30 and 60 days after the invoice delivery date. In 2023, the weighted average term of payment was 56 days.
International passenger charges are currently U.S. dollar-denominated but are collected in pesos based on the average exchange rate during the month prior to the flight, and 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. In 2021, 2022 and 2023, passenger charges corresponding to international passengers represented 16.9%, 14.8% and 14.6%, respectively, of our consolidated revenues (excluding construction services revenues). Domestic passenger charges are peso-denominated. In 2021, 2022 and 2023, passenger charges represented approximately 87.0%, 87.4% and 87.8%, respectively, of our aeronautical services revenues, 52.7%, 51.6% and 54.2%, respectively, of our total revenues and 66.3%, 66.4% and 67.8%, respectively, of the sum of aeronautical and non-aeronautical revenues. Passenger charges vary at each airport and based on the destination of each flight.
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Aircraft Landing Charges
We collect landing charges from all carriers including cargo carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways 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), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2021, 2022 and 2023, these charges represented approximately 3.9%, 3.8% and 3.7%, respectively, of our aeronautical services revenues, 2.4%, 2.3% and 2.3%, respectively, of our total revenues and 3.0%, 2.9% and 2.9%, respectively, of the sum of our aeronautical and non-aeronautical revenues.
Aircraft Parking, Boarding and Unloading Charges and Aircraft Long-Term Parking Charges
We collect various charges from all carriers including cargo carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position. Each of these charges varies based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and whether the service is domestic or international. We collect aircraft parking charges the entire time an aircraft is on our aprons.
We collect charges from carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo. These charges are 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 whether the service is domestic or international. Together with our aircraft parking, boarding and unloading charges described above, in 2021, 2022 and 2023, these charges represented approximately 3.2%, 3.2% and 3.4%, respectively, of our aeronautical services revenues, 1.9%, 2.0% and 2.0%, respectively, of our total revenues and 2.4%, 2.5% and 2.6%, respectively, of the sum of our aeronautical and non-aeronautical revenues.
Passenger Walkway Charges
Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via buses and other vehicles. These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client. In 2021, 2022 and 2023, these charges represented approximately 0.4%, 0.4%, and 0.4% respectively, of our aeronautical services revenues, 0.3%, 0.2% and 0.2%, respectively, of our total revenues and 0.3%, 0.3% and 0.3%, respectively, of the sum of our aeronautical and non-aeronautical revenues.
Airport Security Charges
We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats 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. Independent contractors provide airport security services at our airports. In 2021, 2022 and 2023, these charges represented approximately 1.0%, 0.9% and 0.9%, respectively, of our aeronautical services revenues, 0.6%, 0.5% and 0.6%, respectively, of our total revenues and 0.8%, 0.7% and 0.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues.
The ICAO, the Mexican Federal Civil Aviation Agency and the Office of Public Security issue guidelines for airport security in Mexico. In response to the September 11, 2001 terrorist attacks in the United States, we have taken additional steps to increase security at our airports. The ICAO issued directives in October 2001 establishing rules and procedures adopted at our airports. Under these directives, such rules and procedures were implemented immediately and for an indefinite period of time.
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Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted procedures and guidelines established by the ICAO applicable to airlines. Some measures adopted by the airlines included adding more points for verification of passenger identification, inspecting luggage prior to check-in and reinforcing controls over access to airplanes by various service providers (such as baggage handlers and food service providers).
The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives. Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012. In some countries, such as the United States, the federal government (in the case of the United States, through TSA) is responsible for screening checked baggage. Under Mexican law, however, airlines are responsible for screening checked baggage. On May 1, 2014 and July 1, 2016, the Mexican Federal Civil Aviation Agency published mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16, respectively, which require that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines. Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process. On September 7, 2023, the Mexican Federal Aviation Agency published mandatory circulars establishing specific design requirements for the infrastructure required to protect airport facilities against acts of unlawful interference, including requirements with respect to baggage screening equipment. We believe that we comply with the baggage screening guidelines, but the Mexican Federal Civil Aviation Agency may require additional investments. In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus become subject to potential liability, if Mexican law changes in the future. Revenues derived from checked baggage screening are classified as non-aeronautical revenues see “Item 4. Information on the Company—Our Sources of Revenue.”
Complementary Service Providers
At each of our airports, we earn revenues from charging access and other fees from third-party providers, ramp-handling and baggage-handling services, catering services, aircraft security, providers of aircraft maintenance and repair and fuel. These access 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 their total revenues. We currently maintain contracts with 53 companies that provide the majority of these complementary services at our 13 airports.
Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services. If any service providers were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves.
On November 1, 1998, the Company entered into an agreement with the Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares or “ASA”), pursuant to which the Company granted the agency access to the facilities at the Company’s airports for a nominal fee in order for ASA to buy, sell and supply fuel in such facilities. On July 21, 2018, the Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency) published a notice in the Federal Official Gazette clarifying the scope of Transitory Article Nine of the Regulations of the Mexican Airport Law, stating that as of the publication of the Hydrocarbons Law on August 11, 2014, the fuel market was to be considered open so that any interested party can distribute and sell Jet-A fuel. This clarification opens the possibility for third parties complying with the applicable legal requirements to provide fuel distribution and supply services within the airports operated by the Company. As of the date of this report, there are no third parties, other than ASA, providing fuel distribution and supply services within such airports.
Leasing of Space to Airlines
We derive aeronautical revenues from leasing space in our airports to airlines that is necessary for their operations, such as ticket counters and offices. Our lease agreements with airline customers for the use of space in our airports are typically for terms of three years with provisions for periodic inflation adjustments to our rental fees.
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Cargo Handling
Cargo-related revenues include revenues from the leasing of space in the airside of our airports to cargo handling agents and shippers, landing fees for each arriving aircraft carrying cargo and a portion of the revenues derived from other complementary services provided in connection with cargo services. Cargo-related revenues are largely aeronautical and therefore subject to maximum rates applicable to aeronautical revenue sources.
Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues.
Permanent Ground Transportation
We receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airport premises. Our revenues from providers of ground transport services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis, are subject to price regulation.
Non-Aeronautical Services
General
Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services. Our revenues from non-aeronautical services are principally derived from (i) commercial activities, such as the leasing of space in our airports to retailers, restaurants and other commercial tenants, maintaining and operating parking facilities and advertising; (ii) diversification activities, such as OMA Carga, hotel services, operation and lease of the industrial park and real estate services and (iii) complementary activities, which principally include the baggage-screening system and the leasing of space to airlines.
None of our revenues from non-aeronautical services are regulated under our maximum-rate price regulation system, though other authorities may regulate them. For example, our parking facilities may be subject to certain municipal regulations.
As one of the main parts of our business strategy, we have prioritized increasing our non-aeronautical revenues, seeking new and improved commercial prices at our airports, as well as the development of the diversification and complementary activities. As a result of our efforts during the last ten years, our non-aeronautical revenues have increased as a percentage of our revenues. In 2021, 2022 and 2023, non-aeronautical revenues accounted for approximately 19.0%, 18.7% and 18.2% of our total revenues, respectively. Non-aeronautical revenues represented 23.9%, 24.0% and 22.7% in 2021, 2022 and 2023, respectively, of the sum of our aeronautical and non-aeronautical revenues.
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Revenues from Commercial Activities
As another main part of our business strategy to enhance our non-aeronautical revenues, we have prioritized increasing our revenues per passenger from commercial activities in our airports through the development of new areas, introduction of new services, brands and promotion of the commercial services described below. In 2023, our revenues from commercial activities increased by 23.3% in 2023 as compared to 2022. In order to position our commercial revenues for future growth, the following initiatives have been implemented or expanded:
| ● | Expanding and reconfiguring the commercial space available in our airport terminals. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports. As a result, during the last ten years, we increased the total area available for commercial activity in our 13 airports by approximately 33.3%, and have more than doubled the commercial area in the Monterrey airport since 2004. As of December 31, 2023, the total area available for commercial activity at our 13 airports was 23,321 square meters (251,020 square feet), with an occupancy rate of 95.0%. |
| ● | Renegotiating agreements with commercial tenants upon expiration to be more consistent with market practice. We improved our lease arrangements with existing tenants by adopting a contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. As of December 31, 2023, approximately 87.1% of our commercial contracts were subject to royalty-based leasing arrangements and approximately 75.4% generated royalties in 2023. |
| ● | Improving the quality of retail offerings in our airports. Historically, commercial tenants in our terminals consisted of small, often similar, local businesses offering goods and services of limited variety. We have leased redesigned space formerly occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality, diversity and brand recognition of commercial goods and services available to our passengers, which we believe, based in part on market surveys conducted at several of our airports, will increase the sales revenues of our commercial tenants, thereby increasing our revenues from commercial activities. As a result, our food and beverage service tenants currently offer internationally recognized brands such as Starbucks, Chili’s, Carl’s Jr, Maison Kayser, Panda Express and Guy Fieri’s Burger Joint. In order to promote commercial development at all of our airports, we encourage commercial tenants to lease bundles of commercial spaces among multiple airports that we operate. |
| ● | Providing timely commercial information. We use social media to communicate the commercial opportunities and activities at our airports on a daily basis. We believe that good communication is the best method to promote our commercial services. We advertise current deals and new commercial services and, in some cases, we offer seasonal deals in coordination with our tenants. |
| ● | Improving travel experience. Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-oriented solutions to deliver a better experience for all our passengers. |
Commercial activities in each of our airports currently consist of the following:
| ● | Parking facilities. Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Infrastructure Communications and Transportation and some municipalities. |
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| ● | Advertising. On April 1, 2022, we entered into a new lease and advertising agreement with 5M2 Airports, S.A. de C.V. (“5M2 Airports”), effective through March 31, 2029. 5M2 Airports is the out-of-home media division of Grupo Expansión and provides services in mass transport stations and other airports in Mexico. Grupo Expansion is a leading printed and digital publishing and out-of-home media company in Mexico. We had previously signed a lease and advertising services agreement with ISA Corporativo, S.A. de C.V. (“ISA”) on October 4, 2018, which was terminated by ISA on December 31, 2021. |
| ● | Retail and duty free. We have completed several renovation projects as part of our overall effort (described above) to improve the product mix and brand recognition of retail stores in the commercial areas at our airports. We also have several duty-free retailers that cater to international passengers. |
| ● | Food and beverage services. Through the years, we have upgraded our restaurant and bar offerings, which has allowed us to attract world-class operators of food and beverage outlets offering a wide variety of cuisine options and service concepts. |
| ● | Car rentals. We have internationally-known name-brand car rental providers at our airports and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports. We have also encouraged our car rental providers to differentiate their VIP services and modernize their facilities. |
| ● | Time-share marketing and hotel promotion. We receive revenues from time-share developers and hotels to whom we rent space in our airports for the purpose of marketing and sales of time-share units as well as provide hotel transportation services. |
| ● | Financial services. We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs) at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations. ATM service is currently available at all of our airport terminals. |
| ● | Communications. We offer telephone, mobile phone and internet services at our airports through contractual agreements with service providers and offer wireless internet access at all of our airports. |
| ● | VIP Lounges. In December 2021, the Company transitioned from leasing space for the OMA Premium Lounge in Terminal A, Terminal B and Terminal C of the Monterrey airport, as well as in the, Mazatlán, Culiacán, Chihuahua, Acapulco and San Luis Potosí airports to directly operating all of OMA Premium Lounges. Before 2021, OMA Premium Lounges were operated by a third party through a revenue-sharing lease agreement. In 2022 and 2023, we opened new OMA Premium Lounges in Ciudad Juárez, Tampico, Reynosa, and Durango airports. OMA also leases space for the American Express Centurion VIP Lounge and CitiBanamex Beyond Lounge in the Monterrey airport. |
Revenues from Diversification Activities
To enhance our non-aeronautical revenues, we also focus our business strategy on generating new services and products to diversify our revenue sources, such as our OMA Carga business, hotel services and real estate services. We develop land not intended for aeronautical purposes at our airports for industrial, logistical or commercial uses that are directly or indirectly related to airport activities in order to strengthen the airports’ role as focal points of economic development in the cities where they are located.
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Our revenues from diversification activities increased by 11.9% as compared to 2022. The following are our main diversification initiatives during 2023:
| ● | OMA Carga Operations. We operate four bonded warehouses that provide cargo logistics services, which include storage, handling, custody maneuvers, loading and unloading, and x-ray screening of exports, among other services. Two bonded warehouses operate at the Monterrey airport, one operates at the Ciudad Juárez airport and the other one at the Chihuahua airport. Total revenues from OMA Carga Operations increased by 5.0% to Ps.346,441 thousand, in comparison to revenues totalling Ps.329,793 thousand in 2022. In order to meet the growing demand for cargo we started in December 2022 the expansion of OMA Logistica bonded warehouse to expand its current capacity by adding more than 1,140 square meters (12,271 square-feet) to be used for ground handling and storage spaces. |
| ● | Terminal 2 NH Collection Hotel at Mexico City Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2029. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. The Terminal 2 NH Collection Hotel opened in August 2009. For the year ended December 31, 2023, total revenues increased by 15.5% to Ps.272,632 thousand, compared to 2022, and annual average occupancy during such period was 86.0%. In 2023, the annual average rate per room was Ps.2,529. During 2022, we started the full renovation of the Terminal 2 NH Collection Hotel, which includes public areas such as the restaurant, bar, and lobby while also renovating the 287 rooms to improve our customers’ experience. |
| ● | Hilton Garden Inn Hotel at Monterrey airport. In July 2013, we partnered with Grupo Hotelero Santa Fe, S.A.B. de C.V. a publicly-listed Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand. We own 85% of Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I. de C.V. and Grupo Hotelero Santa Fe holds the remaining 15%. The Hilton Garden Inn at the Monterrey airport includes a restaurant and bar, business centers and a fitness center and is easily accessible from Terminals A and B of the airport. For the year ended December 31, 2023, total revenues increased by 19.2% to Ps.109,671 thousand, compared to 2022, and annual average occupancy during such period was 72.8%. In 2023, the annual average rate per room was Ps.2,592. |
| ● | OMA-VYNMSA Aero Industrial Park. In November 2012, we, through our subsidiary OMA Logística, entered into a strategic alliance agreement with VYNMSA, to build and operate an industrial park at the Monterrey airport through a special purpose vehicle named OMA-VYNMSA Aero Industrial Park, S.A. de C.V. in which OMA Logística has a 51% ownership interest and VYNMSA has a 49% ownership interest. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2023, we have built a total of 13 warehouses with a total leasable area of 91,042 square meters (979,670 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 36 to 144 months. In 2023, we began the construction of 4 additional warehouses for a total of 40,968 square meters (440,978 square-feet), which are expected to be completed in 2024. |
| ● | Shopping Center and Office Plaza. Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of a two-story building with commercial space on the lower level and office space for rent on the upper level. |
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| ● | In December 2012, a gasoline service station within the Monterrey airport began operations. The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Mobil, for a renewable term of 15 years. Grupo ORSAN is responsible for the operation of and all investments in the service station. In 2023, the leasing of this land to Grupo ORSAN generated revenues of Ps.3,021 thousand. |
| ● | Office Center for Cargo Logistics Agents. Leasing of 1,045 square meters (11,248 square feet) of space at the Monterrey airport with an occupancy rate of 92.8% as of December 31, 2023. |
Revenues from Complementary Activities
Our complementary activities generated 15.2% of our non-aeronautical revenues in 2023. These include:
| ● | Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain activities that are not essential to airport operations, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities. |
| ● | Baggage-Screening Services. The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives. We completed the purchase and installation of screening equipment in all of our airports in 2015 to facilitate our airline customers’ compliance with the baggage-screening guidelines. We negotiated an increase to maximum rates as of 2013 with the Mexican Federal Civil Aviation Agency to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16. Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012. In 2023, our revenues from the operation of checked-baggage screening system service, amounted to Ps.246,930 thousand. |
| ● | Non-Permanent Ground Transportation. Our revenues from providers of ground transportation services deemed “nonpermanent” under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities. |
| ● | Access Rights. Revenues that we derive from granting access rights to transportation providers to terminal buildings at our airports are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities. |
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Our Airports
In 2021, 2022 and 2023, our airports served a total of approximately 18.0 million, 23.2 million and 26.8 million terminal passengers, respectively. All of our 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 sets forth the percentage of terminal passenger traffic generated at our airports per type of destination during 2021, 2022 and 2023:
Percentage of Total Passenger Traffic |
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Type of Destination |
| 2021 |
| 2022 |
| 2023 |
|
Metropolitan (Monterrey) |
| 45.9 | % | 47.1 | % | 49.6 | % |
Tourist (Acapulco, Mazatlán and Zihuatanejo) |
| 12.2 | % | 12.4 | % | 11.8 | % |
Border (Ciudad Juárez and Reynosa) |
| 10.7 | % | 10.9 | % | 10.5 | % |
Regional (Culiacán, Chihuahua, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas) |
| 31.2 | % | 29.6 | % | 28.1 | % |
52
The following tables set forth the passenger traffic volume presented in amounts of (i) total passengers, (ii) terminal departing and arriving passengers and (iii) transit passengers, for each of our airports for the periods indicated:
Passenger Traffic
For the Year Ended December 31, | ||||||||||||||||||||||||||||||
2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||
| Terminal(1) |
| Transit(2) |
| Total |
| Terminal(1) |
| Transit(2) |
| Total |
| Terminal(1) |
| Transit(2) |
| Total |
| Terminal(1) |
| Transit(2) |
| Total |
| Terminal(1) |
| Transit(2) |
| Total | |
Total passengers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Acapulco |
| 875,315 | 14,298 |
| 889,613 |
| 395,948 | 1,704 |
| 397,652 |
| 670,239 | 6,180 |
| 676,419 |
| 838,991 | 7,048 |
| 846,039 |
| 894,012 | 4,184 | 898,196 | ||||||
Ciudad Juárez |
| 1,597,471 | 8,168 |
| 1,605,639 |
| 790,009 | 3,053 |
| 793,062 |
| 1,499,841 | 813 |
| 1,500,654 |
| 2,004,524 | 5,278 |
| 2,009,802 |
| 2,275,153 | 3,257 | 2,278,410 | ||||||
Culiacán |
| 2,458,863 | 8,915 |
| 2,467,778 |
| 1,373,102 | 2,571 |
| 1,375,673 |
| 1,970,211 | 9,197 |
| 1,979,408 |
| 2,426,003 | 7,758 |
| 2,433,761 |
| 2,612,249 | 7,370 | 2,619,619 | ||||||
Chihuahua |
| 1,699,816 | 5,004 |
| 1,704,820 |
| 818,151 | 650 |
| 818,801 |
| 1,363,937 | 768 |
| 1,364,705 |
| 1,727,006 | 978 |
| 1,727,984 |
| 1,905,714 | 881 | 1,906,595 | ||||||
Durango |
| 527,004 | 5,521 |
| 532,525 |
| 271,231 | 1,317 |
| 272,548 |
| 446,030 | 789 |
| 446,819 |
| 485,524 | 761 |
| 486,285 |
| 513,246 | 891 | 514,137 | ||||||
Mazatlán |
| 1,161,155 | 21,573 |
| 1,182,728 |
| 740,306 | 8,310 |
| 748,616 |
| 1,106,071 | 13,108 |
| 1,119,179 |
| 1,450,944 | 17,539 |
| 1,468,483 |
| 1,621,740 | 12,700 | 1,634,440 | ||||||
Monterrey |
| 11,176,555 | 24,797 |
| 11,201,352 |
| 4,994,170 | 4,341 |
| 4,998,511 |
| 8,269,834 | 8,066 |
| 8,277,900 |
| 10,943,186 | 9,733 |
| 10,952,919 |
| 13,326,936 | 26,247 | 13,353,183 | ||||||
Reynosa |
| 480,524 | 169 |
| 480,693 |
| 229,058 | 221 |
| 229,279 |
| 425,918 | 524 |
| 426,442 |
| 518,051 | 871 |
| 518,922 |
| 540,122 | 1,411 | 541,533 | ||||||
San Luis Potosí |
| 643,224 | 2,509 |
| 645,733 |
| 309,311 | 823 |
| 310,134 |
| 528,625 | 2,317 |
| 530,942 |
| 633,364 | 1,222 |
| 634,586 |
| 718,639 | 3,234 | 721,873 | ||||||
Tampico |
| 739,143 | 2,750 |
| 741,893 |
| 270,835 | 728 |
| 271,563 |
| 397,191 | 2,380 |
| 399,571 |
| 495,602 | 2,614 |
| 498,216 |
| 563,204 | 1,979 | 565,183 | ||||||
Torreón |
| 708,563 | 6,153 |
| 714,716 |
| 320,820 | 1,591 |
| 322,411 |
| 537,161 | 3,079 |
| 540,240 |
| 670,245 | 4,419 |
| 674,664 |
| 776,462 | 4,848 | 781,310 | ||||||
Zacatecas |
| 475,241 | 3,849 |
| 479,090 |
| 232,352 | 1,003 |
| 233,355 |
| 375,930 | 451 |
| 376,381 |
| 433,952 | 3,094 |
| 437,046 |
| 443,582 | 4,057 | 447,639 | ||||||
Zihuatanejo |
| 625,186 | 501 |
| 625,687 |
| 317,395 | 637 |
| 318,032 |
| 434,176 | 29 |
| 434,205 |
| 593,354 | 166 |
| 593,520 |
| 654,392 | 1,258 | 655,650 | ||||||
Total |
| 23,168,060 |
| 104,207 |
| 23,272,267 |
| 11,062,688 |
| 26,949 |
| 11,089,637 |
| 18,025,164 |
| 47,701 |
| 18,072,865 |
| 23,220,746 |
| 61,481 |
| 23,282,227 |
| 26,845,451 |
| 72,317 |
| 26,917,768 |
(1) | 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). |
(2) | Terminal passengers who arrive at our airports but generally depart without changing aircraft. |
53
For the Year Ended December 31, | ||||||||||||||||||||||||||||||
2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total | |
Terminal departing passengers: |
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|
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|
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|
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|
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Acapulco |
| 392,382 | 46,383 |
| 438,765 |
| 178,343 | 22,046 |
| 200,389 |
| 304,494 | 30,640 |
| 335,134 |
| 376,320 | 44,921 |
| 421,241 |
| 411,015 | 42,674 | 453,689 | ||||||
Ciudad Juárez |
| 772,724 | 5,856 |
| 778,580 |
| 384,557 | 1,677 |
| 386,234 |
| 718,819 | 11,814 |
| 730,633 |
| 926,814 | 5,903 |
| 932,717 |
| 1,036,227 | 9,039 | 1,045,266 | ||||||
Culiacán |
| 1,210,867 | 30,656 |
| 1,241,523 |
| 681,298 | 11,417 |
| 692,715 |
| 962,481 | 41,991 |
| 1,004,472 |
| 1,193,947 | 26,690 |
| 1,220,637 |
| 1,293,475 | 28,355 | 1,321,830 | ||||||
Chihuahua |
| 762,680 | 80,957 |
| 843,637 |
| 370,880 | 40,497 |
| 411,377 |
| 607,491 | 86,328 |
| 693,819 |
| 777,044 | 77,317 |
| 854,361 |
| 862,209 | 80,187 | 942,396 | ||||||
Durango |
| 208,049 | 56,567 |
| 264,616 |
| 105,226 | 30,968 |
| 136,194 |
| 172,323 | 55,337 |
| 227,660 |
| 187,821 | 57,181 |
| 245,002 |
| 199,128 | 61,194 | 260,322 | ||||||
Mazatlán |
| 413,165 | 166,222 |
| 579,387 |
| 279,964 | 94,180 |
| 374,144 |
| 460,163 | 91,969 |
| 552,132 |
| 569,485 | 155,193 |
| 724,678 |
| 634,186 | 177,988 | 812,174 | ||||||
Monterrey |
| 4,777,176 | 774,363 |
| 5,551,539 |
| 2,195,445 | 288,703 |
| 2,484,148 |
| 3,384,393 | 741,850 |
| 4,126,243 |
| 4,661,158 | 749,780 |
| 5,410,938 |
| 5,630,208 | 993,208 | 6,623,416 | ||||||
Reynosa |
| 230,461 | 3,392 |
| 233,853 |
| 108,582 | 1,809 |
| 110,391 |
| 203,881 | 8,205 |
| 212,086 |
| 231,396 | 6,183 |
| 237,579 |
| 238,853 | 3,109 | 241,962 | ||||||
San Luis Potosí |
| 211,770 | 108,127 |
| 319,897 |
| 105,942 | 48,709 |
| 154,651 |
| 173,765 | 92,965 |
| 266,730 |
| 198,405 | 118,571 |
| 316,976 |
| 228,091 | 130,676 | 358,767 | ||||||
Tampico |
| 331,815 | 38,671 |
| 370,486 |
| 123,884 | 14,274 |
| 138,158 |
| 174,714 | 27,454 |
| 202,168 |
| 215,558 | 32,937 |
| 248,495 |
| 242,897 | 40,793 | 283,690 | ||||||
Torreón |
| 306,625 | 47,316 |
| 353,941 |
| 144,792 | 16,840 |
| 161,632 |
| 229,382 | 39,778 |
| 269,160 |
| 291,231 | 41,070 |
| 332,301 |
| 339,297 | 49,099 | 388,396 | ||||||
Zacatecas |
| 158,191 | 81,492 |
| 239,683 |
| 79,767 | 39,216 |
| 118,983 |
| 122,420 | 71,167 |
| 193,587 |
| 138,079 | 81,362 |
| 219,441 |
| 131,418 | 94,957 | 226,375 | ||||||
Zihuatanejo |
| 197,126 | 116,593 |
| 313,719 |
| 95,487 | 67,842 |
| 163,329 |
| 167,531 | 49,600 |
| 217,131 |
| 200,035 | 98,631 |
| 298,666 |
| 220,924 | 106,609 | 327,533 | ||||||
Total |
| 9,973,031 |
| 1,556,595 |
| 11,529,626 |
| 4,854,167 |
| 678,178 |
| 5,532,345 |
| 7,681,857 |
| 1,349,098 |
| 9,030,955 |
| 9,967,293 |
| 1,495,739 |
| 11,463,032 |
| 11,467,928 |
| 1,817,888 |
| 13,285,816 |
For the Year Ended December 31, | ||||||||||||||||||||||||||||||
2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total |
| Domestic |
| International |
| Total | |
Terminal arriving passengers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Acapulco |
| 422,254 | 14,296 |
| 436,550 |
| 182,686 | 12,873 |
| 195,559 |
| 319,269 | 15,836 |
| 335,105 |
| 397,526 | 20,224 |
| 417,750 |
| 427,108 | 13,215 | 440,323 | ||||||
Ciudad Juárez |
| 818,244 | 647 |
| 818,891 |
| 403,398 | 377 |
| 403,775 |
| 768,487 | 721 |
| 769,208 |
| 1,071,171 | 636 |
| 1,071,807 |
| 1,229,445 | 442 | 1,229,887 | ||||||
Culiacán |
| 1,211,407 | 5,933 |
| 1,217,340 |
| 678,105 | 2,282 |
| 680,387 |
| 957,713 | 8,026 |
| 965,739 |
| 1,198,999 | 6,367 |
| 1,205,366 |
| 1,283,585 | 6,834 | 1,290,419 | ||||||
Chihuahua |
| 802,503 | 53,676 |
| 856,179 |
| 381,813 | 24,961 |
| 406,774 |
| 626,199 | 43,919 |
| 670,118 |
| 816,228 | 56,417 |
| 872,645 |
| 908,507 | 54,811 | 963,318 | ||||||
Durango |
| 224,717 | 37,671 |
| 262,388 |
| 110,487 | 24,550 |
| 135,037 |
| 178,320 | 40,050 |
| 218,370 |
| 194,481 | 46,041 |
| 240,522 |
| 207,508 | 45,416 | 252,924 | ||||||
Mazatlán |
| 434,104 | 147,664 |
| 581,768 |
| 285,878 | 80,284 |
| 366,162 |
| 474,146 | 79,793 |
| 553,939 |
| 583,175 | 143,091 |
| 726,266 |
| 655,359 | 154,207 | 809,566 | ||||||
Monterrey |
| 4,979,390 | 645,626 |
| 5,625,016 |
| 2,292,727 | 217,295 |
| 2,510,022 |
| 3,590,916 | 552,675 |
| 4,143,591 |
| 4,884,073 | 648,175 |
| 5,532,248 |
| 5,847,070 | 856,450 | 6,703,520 | ||||||
Reynosa |
| 246,429 | 242 |
| 246,671 |
| 118,395 | 272 |
| 118,667 |
| 213,334 | 498 |
| 213,832 |
| 280,139 | 333 |
| 280,472 |
| 297,829 | 331 | 298,160 | ||||||
San Luis Potosí |
| 242,306 | 81,021 |
| 323,327 |
| 115,160 | 39,500 |
| 154,660 |
| 187,314 | 74,581 |
| 261,895 |
| 220,151 | 96,237 |
| 316,388 |
| 250,966 | 108,906 | 359,872 | ||||||
Tampico |
| 353,006 | 15,651 |
| 368,657 |
| 126,954 | 5,723 |
| 132,677 |
| 181,277 | 13,746 |
| 195,023 |
| 229,228 | 17,879 |
| 247,107 |
| 256,664 | 22,850 | 279,514 | ||||||
Torreón |
| 331,013 | 23,609 |
| 354,622 |
| 149,194 | 9,994 |
| 159,188 |
| 246,130 | 21,871 |
| 268,001 |
| 315,678 | 22,266 |
| 337,944 |
| 360,615 | 27,451 | 388,066 | ||||||
Zacatecas |
| 169,639 | 65,919 |
| 235,558 |
| 80,903 | 32,466 |
| 113,369 |
| 125,326 | 57,017 |
| 182,343 |
| 140,789 | 73,722 |
| 214,511 |
| 129,085 | 88,122 | 217,207 | ||||||
Zihuatanejo |
| 208,721 | 102,746 |
| 311,467 |
| 97,830 | 56,236 |
| 154,066 |
| 173,028 | 44,017 |
| 217,045 |
| 207,700 | 86,988 |
| 294,688 |
| 235,146 | 91,713 | 326,859 | ||||||
Total |
| 10,443,733 |
| 1,194,701 |
| 11,638,434 |
| 5,023,530 |
| 506,813 |
| 5,530,343 |
| 8,041,459 |
| 952,750 |
| 8,994,209 |
| 10,539,338 |
| 1,218,376 |
| 11,757,714 |
| 12,088,887 |
| 1,470,748 |
| 13,559,635 |
54
The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2023:
Capacity(1) by Airport(2)
| Peak Air Traffic |
|
| |||
Movements per | Runway | % Capacity | ||||
Airport | Hour | Capacity(3) | Used | |||
Acapulco |
| 5 |
| 40 |
| 12.5 |
Ciudad Juárez |
| 7 |
| 20 |
| 35.0 |
Culiacán |
| 11 |
| 24 |
| 45.8 |
Chihuahua |
| 7 |
| 40 |
| 17.5 |
Durango |
| 4 |
| 40 |
| 10.0 |
Mazatlán |
| 7 |
| 22 |
| 31.8 |
Monterrey |
| 23 |
| 38 |
| 60.5 |
Reynosa |
| 4 |
| 18 |
| 22.2 |
San Luis Potosí |
| 5 |
| 20 |
| 25.0 |
Tampico |
| 4 |
| 22 |
| 18.2 |
Torreón |
| 4 |
| 20 |
| 20.0 |
Zacatecas |
| 3 |
| 20 |
| 15.0 |
Zihuatanejo |
| 5 |
| 20 |
| 25.0 |
(1) | Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year). |
(2) | 2023 figures. |
(3) | Air traffic movements per hour. |
The following table sets forth the terminal capacity of each of our airports as of December 31, 2023:
Capacity(1) by Airport(2)
| Peak Passenger |
|
| |||
Traffic Movements | Terminal | % Capacity | ||||
Airport | per Hour | Capacity(3) | Used | |||
Acapulco |
| 639 | 1,107 | 57.7 | ||
Ciudad Juárez |
| 1,147 | 791 |
| 145.0 | |
Culiacán |
| 978 | 938 |
| 104.3 | |
Chihuahua |
| 931 | 1,297 |
| 71.8 | |
Durango |
| 438 | 627 |
| 69.9 | |
Mazatlán |
| 1,025 | 1,571 |
| 65.2 | |
Monterrey Terminal A |
| 1,874 | 2,232 |
| 84.0 | |
Monterrey Terminal B |
| 841 | 1,469 |
| 57.2 | |
Monterrey Terminal C |
| 1,800 | 1,824 |
| 98.7 | |
Reynosa |
| 519 | 924 |
| 56.2 | |
San Luis Potosí |
| 559 | 1,392 |
| 40.2 | |
Tampico |
| 421 | 798 |
| 52.8 | |
Torreón |
| 521 | 549 |
| 94.9 | |
Zacatecas |
| 382 | 581 |
| 65.7 | |
Zihuatanejo |
| 647 | 957 |
| 67.6 |
(1) | Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year). |
(2) | 2023 figures. |
(3) | Passenger traffic during peak hours. |
55
The following table sets forth the air traffic movements for each of our airports for the periods indicated:
Air Traffic Movements by Airport(1)
For the Year Ended December 31, | ||||||||||
| 2019 |
| 2020 |
| 2021 |
| 2022 |
| 2023 | |
Acapulco |
| 23,606 |
| 16,115 |
| 18,360 |
| 18,127 |
| 17,056 |
Ciudad Juárez |
| 19,260 |
| 12,277 |
| 18,243 |
| 20,758 |
| 20,928 |
Culiacán |
| 40,750 |
| 29,520 |
| 35,912 |
| 37,667 |
| 35,765 |
Chihuahua |
| 30,222 |
| 20,990 |
| 27,366 |
| 27,666 |
| 27,722 |
Durango |
| 16,039 |
| 11,556 |
| 13,985 |
| 15,131 |
| 14,099 |
Mazatlán |
| 17,342 |
| 13,407 |
| 18,325 |
| 19,016 |
| 18,759 |
Monterrey |
| 112,188 |
| 58,265 |
| 77,860 |
| 90,950 |
| 107,525 |
Reynosa |
| 6,757 |
| 4,825 |
| 7,181 |
| 6,834 |
| 7,166 |
San Luis Potosí |
| 19,813 |
| 12,628 |
| 16,420 |
| 17,340 |
| 18,976 |
Tampico |
| 17,219 |
| 10,266 |
| 14,720 |
| 13,328 |
| 13,880 |
Torreón |
| 16,912 |
| 10,350 |
| 14,077 |
| 14,440 |
| 14,174 |
Zacatecas |
| 7,390 |
| 4,377 |
| 6,282 |
| 6,698 |
| 6,325 |
Zihuatanejo |
| 12,582 |
| 9,580 |
| 10,626 |
| 11,147 |
| 10,336 |
Total |
| 340,080 |
| 214,156 |
| 279,357 |
| 299,102 |
| 312,711 |
(1) | Includes departures and landings. |
The following table sets forth the average number of passengers per air traffic movement for each of our airports for the periods indicated:
Average Passengers per Air Traffic Movements by Airport(1)
For the Year Ended December 31, | ||||||||||
| 2019 |
| 2020 |
| 2021 |
| 2022 |
| 2023 | |
Acapulco |
| 37.1 |
| 24.6 |
| 36.5 |
| 46.3 |
| 52.7 |
Ciudad Juárez |
| 82.9 |
| 64.3 |
| 82.2 |
| 96.6 |
| 108.9 |
Culiacán |
| 60.3 |
| 46.5 |
| 54.9 |
| 64.4 |
| 73.2 |
Chihuahua |
| 56.2 |
| 39.0 |
| 49.8 |
| 62.4 |
| 68.8 |
Durango |
| 32.9 |
| 23.5 |
| 31.9 |
| 32.1 |
| 36.5 |
Mazatlán |
| 67.0 |
| 55.2 |
| 60.4 |
| 76.3 |
| 87.1 |
Monterrey |
| 99.6 |
| 85.7 |
| 106.2 |
| 120.3 |
| 124.2 |
Reynosa |
| 71.1 |
| 47.5 |
| 59.3 |
| 75.8 |
| 75.6 |
San Luis Potosí |
| 32.5 |
| 24.5 |
| 32.2 |
| 36.5 |
| 38.0 |
Tampico |
| 42.9 |
| 26.4 |
| 27.0 |
| 37.2 |
| 40.7 |
Torreón |
| 41.9 |
| 31.0 |
| 38.2 |
| 46.4 |
| 55.1 |
Zacatecas |
| 64.3 |
| 53.1 |
| 59.8 |
| 64.8 |
| 70.8 |
Zihuatanejo |
| 49.7 |
| 33.1 |
| 40.9 |
| 53.2 |
| 63.4 |
Total for all airports |
| 68.1 |
| 51.7 |
| 64.5 |
| 77.6 |
| 86.1 |
(1) | Includes total passengers divided by total air traffic movements. |
56
Air Traffic Movements by Aviation Category(1)
For the Year Ended December 31, | ||||
| 2022 |
| 2023 | |
Commercial aviation |
| 196,997 |
| 210,366 |
Charter aviation |
| 630 |
| 722 |
General aviation and other |
| 101,475 |
| 101,623 |
Total |
| 299,102 |
| 312,711 |
(1)Includes departures and landings for all 13 airports.
Metropolitan Destination
Monterrey International Airport
The Monterrey airport is our most important airport based on passenger traffic (including both domestic and international passengers), air traffic movements and contribution to aeronautical revenues. According to the Mexican Federal Civil Aviation Agency, the Monterrey airport was the fourth busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 45.9%, 47.1% and 49.6%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 8.3 million, 10.9 million, and 13,3 million terminal passengers, respectively, were served by the Monterrey airport. Of the terminal passengers in 2021, 84.3% were domestic, and 15.7% were international passengers. In 2022, 87.2% were domestic, and 12.8% were international passengers. In 2023, 86.1% were domestic, and 13.9% were international passengers. This airport serves primarily business travelers and is also a hub for the transportation of goods.
A total of 14 commercial airlines operated at this airport during 2023. In 2023, airlines operating at this airport served 55 direct destinations, including 38 domestic destinations and 17 international destinations. In 2023, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Tijuana, Querétaro, Puerto Vallarta, Mérida, El Bajío, Toluca, Hermosillo, Veracruz, Santa Lucía (AIFA), Chihuahua, Puebla, Ciudad Juárez, San José del Cabo, Mazatlán, Tuxtla Gutierrez, Villahermosa, Culiacán, Tampico, Houston, Dallas, San Antonio, Chicago, Madrid, Atlanta, Las Vegas, New York, Los Angeles, Miami, Detroit and Panama City. In 2023, the principal airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico, American Airlines, Aeroméxico Connect, United Airlines, Magnicharters, Delta Airlines, Copa Airlines, Spirit Airlines, TAR, Aerus, Air Canada.
The Monterrey airport is located approximately 21 kilometers (13 miles) from the city of Monterrey, which has a population (including its suburbs) of approximately 5.3 million inhabitants. Monterrey is Mexico’s third largest city based on population and is one of Mexico’s most productive industrial centers. It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities. Monterrey is the capital of the state of Nuevo León, the third largest contributor to Mexico’s GDP.
The Monterrey airport operates 24 hours a day. The airport has two operating runways, one with a length of 3,000 meters (9,842 feet) and the other with a length of 1,800 meters (5,905 feet). The airport’s runway capacity is 38 air traffic movements per hour. The airport also has an instrument landing system on runway 29. The airport occupies a total area of 862.26 hectares (3.33 square miles) and has three commercial passenger terminal buildings (Terminal A, B and C for domestic and international flights) with a total area of approximately 76,329 square meters (821,599 square feet). The airport has three platforms for commercial aviation operations, one platform for general aviation operations, one platform for air freight operations with eight positions and thirteen taxiways.
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The Terminal A building has a total area of approximately 37,519 square meters (403,851 square feet), of which 4,392 square meters ( 47,275 square feet) is commercial space, a 19-position apron for commercial aviation, eight-position apron for air freight, a five-position apron for general aviation, nine air bridges, an ample boarding lounge for passengers making connections with other flights and other boarding lounges. Terminal A has 15 boarding gates for international or domestic flights and a public parking facility that accommodates 2,308 vehicles. This terminal building is mainly used by Viva Aerobus, Volaris, American Airlines, United Airlines, Magnicharters, Copa Airlines, Spirit Airlines, Air Canada, and Arajet during 2023.
The Terminal B building started operations on September 1, 2010, and is used by Aeroméxico, Aeroméxico Connect, Delta, TAR and Aerus. Terminal B has a total area of approximately 20,568 square meters (221,392 square feet), of which 2,906 square meters (31,280 square feet) is commercial space. It has two levels plus a mezzanine and includes six air bridges, an 18-position commercial aviation apron and 14 boarding gates. Terminal B also has a public parking facility that accommodates 1,227 vehicles. In 2018, we completed a 1,200 square-meter (12,917 square-foot) expansion of the passenger waiting area for regional flights leaving out of Terminal B at the Monterrey airport. The expansion increased the regional waiting area by 280%. The project had a total investment of Ps.125 million, and it started operations on September 8, 2018.
The Terminal C building has a total area of approximately 18,242 square meters (196,355 square feet), of which 2,116 square meters (22,776 square feet) is commercial space. This terminal, which commenced operation at year-end 2006, is used by VivaAerobus. Terminal C has eight boarding gates and serves 22 aircraft positions for commercial aviation. In June 2023, we concluded the construction of a new boarding gate building (Wing 1) connected to the Terminal C building, we added more commercial spaces. 7 boarding gates and one additional connecting point, with a total area of approximately 5,811 square meters (62,549 square feet). Terminal C has a public parking facility that accommodates 987 vehicles.
The Monterrey airport offers air cargo services for imports and exports and serves as a logistical hub for domestic and international air shipping providers. Its current infrastructure servicing air cargo operations includes bonded warehouses. An area of 14,661 square meters (157,810 square feet) has been occupied by Federal Express and OMA Carga since 2004, United Parcel Service since 2005 and DHL since 2011. In 2017, OMA Logística started operating a 15,926 square-meter (171,426 square-feet) bonded warehouse under the OMA Carga brand to facilitate for ground cargo operations between customs. Inside the Monterrey airport, the customs authority has import and export merchandise checkpoint platforms and our warehouses offer services for the handling, storage and custody of merchandise, dry cargo, controlled temperature, DGR (Dangerous Goods Regulation), X-ray (authorized equipment by TSA), 24/7 surveillance cameras, scales of up to 30 tons, as well as miscellaneous services required for authorized import and export operations. The Monterrey airport also offers commercial, office and parking spaces that facilitate and contribute to the activities of all users and make it an attractive logistical hub for the entire foreign trade community, in conjunction with the infrastructure and facilities for Mexican customs.
To allow the future expansion of the Monterrey airport, including its second commercial runway, between 2007 and 2011, we entered into a series of agreements for the purchase and exchange of plots of land adjacent to or near the Monterrey airport. We currently own approximately 519 hectares (2.0 square miles) of land reserve adjacent or near the Monterrey airport with an aggregate book value of Ps.1,422,046 thousand. To recover the cost of our investments in land reserve, on December 4, 2012, we received authorization from the former Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency) to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) in investments included in the 2011–2015 Master Development Program for the Monterrey airport to recover the cost of land acquisition. Additionally, the 2011 Master Development Program review recognized Ps.77,307 thousand (amount expressed in nominal 2009 pesos) of cost of land acquisitions. The recovery of the remaining investment of Ps.696,767 thousand (amount expressed in nominal 2009 pesos) in land acquisition costs has been included in the 2011-2015 Master Development Program. In 2022, we donated 56.6 hectares (0.2 square miles) of land with a book value of Ps.283,728 thousand to the Federal Government, acting through the Ministry of Infrastructure, Communications and Transportation, which will be incorporated into the Monterrey airport concession. The recovery of the remaining investment made by the Company in the amount of Ps.694,390 thousand (expressed in nominal 2009 pesos) in land acquisition costs has been included in the indicative period of our current approved Master Development Program for 2026-2035.
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On July 22, 2016, we sold 200,000 square meters (2,152,782 square feet) of vacant land outside the Monterrey airport, which was not required for future aeronautical use, for Ps.30 million. The Acapulco airport owned 58.82% of the vacant land and the Zihuatanejo airport owned 41.18%.
In November 2019, we started a major expansion project at the Monterrey airport. We expect to invest approximately Ps.5.5 billion between 2019 and 2025. The project will be built in two phases. Phase 1, which as of the date of this report is already operational, consists of the expansion of the public and check-in areas of Terminal A and the construction of a new boarding gate wing. As a result, total terminal space has increased increase by approximately 17,650 square meters (189,983 square feet), approximately a 28% increase of the existing terminal space. Phase 2 consists of an overall expansion of the terminal, increasing terminal space by approximately an additional 8,402 square meters (90,438 square feet), an increase of 11% as compared to Phase 1. Phase 2 is expected to be completed by the end of 2025. After both phases of the expansion, the Monterrey airport will have an annual capacity of 15.9 million passengers (up from 11.9 million passengers currently), positioning itself as one of the busiest connection centers in northern Mexico.
In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The concession held by this third party has recently expired, and it remains uncertain whether a new concession will be granted to a private third party or to a state-owned company, as it has been the trend recently. On December 26, 2023, the Mexican President announced that the concession of this airport will be granted to the Ministry of National Defense and that it intends to expand its current commercial aviation operations. As of the date of this report, we cannot assure how this new proposal from the President, if approved, would materially affect our results of operations or financial performance.
Tourist Destinations
Acapulco International Airport
The Acapulco airport is our sixth most important airport based on passenger traffic and contribution to aeronautical revenues. According to the Mexican Federal Civil Aviation Agency, the Acapulco airport was the 29th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 3.7%, 3.6% and 3.3%, respectively, of our terminal passenger traffic.
In 2021, 2022, and 2023, a total of 670,239, 838,991 and 894,012 terminal passengers, respectively, were served by the Acapulco airport. Of the terminal passengers in 2021, 93.1% were domestic, and 6.9% were international. In 2022, 92.2% were domestic and 7.8% were international. In 2023, 93.7% were domestic and 6.3% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.
A total of 9 airlines (seven commercial airlines and two charter airline) operated at this airport during 2023. In 2023, airlines operating at this airport served eleven direct destinations, including seven domestic destinations and four international destinations. In 2023, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Guadalajara, Santa Lucía (AIFA), Monterrey, Cancún, Bajío, Montreal, Houston, Dallas and Toronto. In 2023, the principal airlines operating at the airport were Volaris, Aeroméxico Connect, VivaAerobus, Aeroméxico, United Airlines, Sunwing, American Airlines and Air Transat.
The Acapulco airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 852,622. Guerrero is Mexico’s 13th largest state based on population, and the city of Acapulco is one of Mexico’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships. We believe that these cruise ship passengers represent a significant portion of the airport’s terminal passengers.
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The Acapulco airport operates 24 hours a day. The airport has two operating runways and six taxiways. The principal runway has a length of 3,300 meters (10,827 feet), and the auxiliary runway has a length of 1,700 meters (5,577 feet). The apron servicing commercial aviation accommodates 17 airplanes, and the general aviation apron accommodates 24 aircrafts.
The runway capacity at the Acapulco airport is 40 air traffic movements per hour. The airport also has two instrument landing systems for landing in low visibility on runways 10 and 28, which provide precise guidance to assist aircraft during landing. The airport occupies a total area of 422.2 hectares (1.63 square miles) with a total terminal space of 15,436 square meters (166,151 square feet), of which 1,828 square meters (19,676 square feet) is commercial space. Besides having the instrument landing system, runways 10 and 28 have approach lights and flashes on both headers. The Acapulco airport has a public parking facility that accommodates 110 vehicles.
Due to its technical and geographic characteristics, the Acapulco airport is the primary alternate airport of Mexico City. The length of the airport’s runway as well as its elevation and average temperature makes it possible to operate airplanes at their maximum passenger, freight and fuel capacities.
In May 2018, we inaugurated a terminal building at Acapulco airport that has an 18,800 square-meter (202,362 square-foot) surface, with three levels and a mezzanine. The terminal has the capacity to serve 1.3 million passengers per year. The project had a total investment of Ps.615 million.
On October 25, 2023, Hurricane Otis, a category 5 storm, struck Acapulco, and caused landslides, floodings, and a total blackout as the power transmission and distribution lines in Acapulco were damaged. Hurricane Otis affected Acapulco Airport’s control tower and certain areas of the terminal building, therefore commercial air travel was suspended until November 13, 2023. In October, November and December 2023, our total passenger traffic in Acapulco decreased 4.7%, 79.2% and 62.8%, respectively, as compared to the same months in 2022.
We expect passenger traffic at Acapulco airport to gradually recover in line with the reopening of hotel rooms and other tourist infrastructure in the city. At the end of 2023, we recognized an amount of Ps.92,353 thousand as “Property, improvements on leased assets, and equipment, net,” which relates to payments made for repair works due to Hurricane Otis. These payments are pending recovery from contracted insurance policies or will be recognized as an investment in the concession under the Master Development Programs.
Mazatlán International Airport
The Mazatlán airport is our fifth most important airport based on passenger traffic. According to the Mexican Federal Civil Aviation Agency, the Mazatlán airport was the 19th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 6.1%, 6.2% and 6.0%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 1,106,071, 1,450,944 and 1,621,740 terminal passengers, respectively, were served by the Mazatlán airport. Of the terminal passengers in 2021, 84.5% were domestic, and 15.5% were international. In 2022, 79.4% were domestic and 20.6% were international. In 2023, 79.5% were domestic and 20.5% were international. The airport’s passengers are predominantly domestic tourists who come from Mexico City, Monterrey and Tijuana, among other cities, and international tourists who come primarily from the United States and Canada. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.
A total of 14 airlines operate at the airport (12 commercial airlines and two charter airlines). In 2023, airlines operating at this airport served 26 direct destinations, including eleven domestic destinations and fifteen international destinations. Of these destinations, Mexico City, Tijuana, Monterrey, Chihuahua, Ciudad Juárez, La Paz, Santa Lucía (AIFA), Bajío, Cabo San Lucas, Querétaro and San José del Cabo were the main domestic routes. The main international destinations served by this airport were Phoenix, Los Angeles, Dallas, Minneapolis, San Francisco and Houston in the United States and Calgary, Edmonton, Vancouver, Toronto and Abbotsford in Canada. In 2023, the principal airlines operating at this airport were VivaAerobus, Volaris, Aeroméxico, American Airlines, Alaska Airlines, Sunwing, WestJet, Aeroméxico Connect, TAR, Swoop, Aero Calafía, Sun Country, Magnicharters and United Airlines.
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The Mazatlán airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 501,441 people. Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,740 hotel rooms, according to the Mexican Ministry of Tourism (Secretaría de Turismo). Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.
The Mazatlán airport operates 24 hours a day. Its runway capacity is 22 air traffic movements per hour. The airport occupies approximately 439.8 hectares (1.70 square miles) of land. The airport’s facilities include a terminal building with a total area of 18,857 square meters (202,975 square feet), of which 2,020 square meters (21,743 square feet) is commercial space. The airport has a commercial aviation apron with 10 positions and a general aviation apron with 24 positions. In addition, the airport has four air bridges and a public parking facility that accommodates 157 vehicles. The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms and includes an instrument landing system on runway 26.
In 2014, the terminal building was expanded by 2,300 square meters (24,757 square feet) and 2,500 square meters (26,909 square feet) of space were refurbished, including the main facade of the airport, waiting area, check-in and inspection points, restrooms and offices. Commercial spaces were also expanded. In October 2021, we started a project to redesign and redirect passenger flows at the terminal building of the Mazatlán airport. This project will increase the airport capacity by approximately 2,372 square meters (25,532 square feet), increase the terminal space by 13% and distribute commercial and operational spaces more efficiently by taking advantage of the reconfiguration of passenger flows. The project is expected to start operating during 2024.
Zihuatanejo International Airport
The Zihuatanejo airport is our ninth most important airport based on passenger traffic. According to the Mexican Federal Civil Aviation Agency, the Zihuatanejo airport was the 33th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 2.4%, 2.6% and 2.4% respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 434,176, 593,354 and 654,392 terminal passengers, respectively, were served by the Zihuatanejo airport. Of the terminal passengers in 2021, 78.4% were domestic, and 21.6% were international. In 2022, 68.7% were domestic, and 31.3% were international. In 2023, 69.7% were domestic, and 30.3% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican and international economic conditions.
A total of 11 airlines operate at the airport (10 commercial airlines and one charter airline). In 2023, airlines operating at this airport served 17 direct destinations, including six domestic destinations and 11 international destinations. In 2023, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Santa Lucía (AIFA), Querétaro, Bajío, Los Angeles, Calgary, Houston, Phoenix, San Francisco, Dallas, Minneapolis, Montreal, Vancouver, Toronto and Chicago. In 2023, the principal airlines operating at this airport were Aeroméxico Connect, Volaris, VivaAerobus, Alaska Airlines, American Airlines, WestJet, United Airlines, Air Canada, Aeroméxico and Sun Country.
The Zihuatanejo airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo. Situated in the state of Guerrero, with a population of 126,001 people, the city of Zihuatanejo is one of Mexico’s most attractive tourist destinations, with approximately 6,764 hotel rooms, according to the Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.
The Zihuatanejo airport operates 14 hours a day. The airport has one runway, which is 2,506 meters (8,222 feet) long with a runway capacity of 20 air traffic movements per hour. The airport’s facilities include a terminal building encompassing an area of 11,483 square meters (123,602 square feet), including 1,205 square meters (12,971 square feet) of commercial space. It has a six-position commercial aviation apron, a 23-position general aviation apron and two taxiways. The Zihuatanejo airport has a public parking facility that accommodates 140 vehicles.
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The quality of services offered at the Zihuatanejo airport has improved as a result of the rehabilitation of its runway, the remodeling and expansion of the departure gate area and the reconfiguration of the passenger and carry-on luggage screening area, which were completed on July 14, 2016.
In order to maintain the current infrastructure of the Zihuatanejo airport, in June 2019, we began construction of a structural reinforcement of its terminal building. Total investment is approximately Ps.134 million and construction was completed in 2023.
Regional Destinations
Chihuahua International Airport
The Chihuahua airport is our fourth most important airport based on passenger traffic and air traffic movements and our third most important airport based on aeronautical revenues. According to the Mexican Federal Civil Aviation Agency, the Chihuahua airport was the 14th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 7.6%, 7.4% and 7.1%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 1,363,937, 1,727,006, and 1,905,714 terminal passengers, respectively, were served by the Chihuahua airport. Of the terminal passengers in 2021, 90.5% were domestic, and 9.5% were international. In 2022, 92.3% were domestic, and 7.7% were international. In 2023, 92.9% were domestic, and 7.1% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of eight commercial airlines operate at the airport. In 2023, airlines operating at this airport served 14 direct destinations, including twelve domestic destinations and two international destinations. In 2023, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Monterrey, Cancún, Tijuana, Mazatlán, Hermosillo, Mexicali, Culiacán, Los Mochis, Querétaro, Puerto Vallarta, Dallas, Denver. In 2023, the principal airlines operating at this airport were VivaAerobus, Volaris, Aeroméxico, American Airlines, TAR, Aeroméxico Connect, Aero Calafía, and Magnicharters.
The Chihuahua airport is located approximately 18 kilometers (11 miles) from the city of Chihuahua, the capital of the state of Chihuahua. The city’s population is 988,065 people. Chihuahua’s close proximity to the United States and its highly developed maquiladora industry account for the majority the airport’s incoming and outgoing traffic.
The Chihuahua airport operates 14 hours a day. The airport has three runways, with lengths of 2,600 meters (8,530 feet), 2,420 meters (7,940 feet) and 1,100 meters (3,609 feet), respectively. The runway system has a capacity of 40 air traffic movements per hour. The airport also has an instrument landing system on runway 36R. The airport occupies a total area of approximately 909.2 hectares (3.51 square miles). The airport’s facilities include a terminal building with a total area of approximately 12,968 square meters (139,586 square feet), including 1,606 square meters (17,287 square feet) of commercial space, a seven-position apron for commercial aviation, two aprons with a total of 21 positions for general aviation, five taxiways, a one-position apron for airfreight and two air bridges. The airport terminal has seven gates. The Chihuahua airport has a public parking facility that accommodates 627 vehicles.
In December 2016, we started an expansion and remodeling of the terminal building at the Chihuahua airport, which was completed on September 17, 2019. The project had a total investment of Ps.318 million and included 5,743 square meters (61,817 square feet) of new areas and the remodeling of 9,510 square meters (102,365 square feet).
Culiacán International Airport
The Culiacán airport is our second most important airport based on passenger traffic, air traffic movements and contribution to aeronautical revenues. According to the Mexican Federal Civil Aviation Agency, the Culiacán airport was the 11th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 10.9%, 10.4% and 9.7%, respectively, of our terminal passenger traffic.
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In 2021, 2022 and 2023, a total of 1,970,211, 2,426,003, and 2,612,249 terminal passengers, respectively, were served by the Culiacán airport. Of the terminal passengers in 2021, 97.5% were domestic, and 2.5% were international. In 2022, 98.6% were domestic, 1.4% were international. In 2023, 98.7% were domestic, 1.3% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.
The airport’s terminal passenger traffic consists predominantly of commercial aviation. In 2021, 2022 and 2023, commercial aviation accounted for approximately 99.7%, 99.8% and 99.9%, respectively, and general aviation accounted for approximately 0.3%, 0.2% and 0.1%, respectively, of the airport’s terminal passenger traffic.
A total of seven commercial airlines operate at the airport. In 2023, airlines operating at this airport served fifteen domestic destinations: Tijuana, Mexico City, Guadalajara, San José del Cabo, Mexicali, Monterrey, La Paz, Cancún, Santa Lucía (AIFA), Querétaro, Hermosillo and Chihuahua and one international destination to Phoenix. In 2023, the principal airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico Connect, TAR, Aeroméxico, Aerocalafia and American Airlines.
The Culiacán airport is located approximately 14 kilometers (9 miles) from the city of Culiacán. The population of the whole municipality is 1,003,530. Culiacán is the capital of the state of Sinaloa, an important producer of beef and agricultural products.
The Culiacán airport operates 16 hours a day. The runway has a length of 2,227 meters (7,306 feet) and capacity of 24 air traffic movements per hour. The airport occupies a total area of 280.9 hectares (1.08 square miles). The airport’s facilities include a terminal building expanded in 2012 with a total area of approximately 12,045 square meters (129,651 square feet), including 1,819 square meters (19,580 square feet) of commercial space, a ten-position apron for commercial aviation, a 57-position apron for general aviation, six taxiways and two air bridges. The Culiacán airport has a public parking facility that accommodates 343 vehicles.
The Culiacán airport also includes military installations. The presence of these installations amid their operational activity may at some point affect the airport’s runway capacity at peak hours, thus affecting its civil aviation operations.
In August 2022, we began the expansion and remodeling of the terminal building at the Culiacán airport. The project, which is expected to be completed by the first half of 2025, will have a total investment of approximately Ps.544 million. After the project concludes, the total area will be 22,128 square meters (238,184 square feet), an increase of approximately 82% in the size of the building.
Durango International Airport
In 2021, 2022 and 2023, the Durango airport accounted for approximately 2.5%, 2.1% and 1.9%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 446,030, 485,524 and 513,246 terminal passengers, respectively, were served by the Durango airport. Of the terminal passengers in 2021, 78.6% were domestic and 21.4% were international. In 2022, 78.7% were domestic, and 21.3% were international. In 2023, 79.2% were domestic, and 20.8% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of four commercial airlines operate at the airport. In 2023, airlines operating at this airport served eight direct destinations, including six domestic destinations and two international destinations: Mexico City, Tijuana, Santa Lucía (AIFA), Guadalajara, Ciudad Juárez, Dallas and Chicago. In 2023, the airlines operating at this airport were Aeroméxico Connect, Volaris, American Airlines and TAR.
The Durango airport is located approximately 16 kilometers (10 miles) from the City of Durango, which has a population of 688,697. The state of Durango is rich in natural resources and is Mexico’s leading producer of gold, silver, lead and zinc.
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The Durango airport operates 14 hours a day. The airport’s runway is 2,900 meters (9,514 feet) long. The runway has five taxiways and a capacity of 40 air traffic movements per hour.
The airport’s total area is 541.4 hectares (2.09 square miles). Its facilities include a 5,019 square-meter (54,024 square-foot) terminal building with 403 square meters (4,338 square feet) of commercial space. It has a five position commercial aviation apron, a 33-position general aviation apron and a 136-space public parking area. The airport has three boarding gates for international or domestic flights and five taxiways. In 2020, we completed a 756 square meter (8,137 square-foot) expansion of the passenger waiting area of the terminal building at the Durango Airport. The expansion increased the waiting area’s capacity by 25.7%. The project had a total investment of Ps.47.2 million.
In September 2022, we began the expansion and remodeling of the terminal building at the Durango airport. The project, which is expected to be completed by the first half of 2024, will have a total investment of approximately Ps.62 million. After the project concludes total area will be 4,846 square meters (52,161 square feet), an increase of approximately 26% in the size of the terminal.
San Luis Potosí International Airport
According to the Mexican Federal Civil Aviation Agency, the San Luis Potosí airport was the 31st busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, the San Luis Potosí airport accounted for approximately 2.9%, 2.7% and 2.7%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 528,625, 633,364, and 718,639 terminal passengers, respectively, were served by the San Luis Potosí airport. Of the terminal passengers in 2021, 68.3% were domestic and 31.7% were international. In 2022, 66.1% were domestic and 33.9% were international. In 2023, 66,7% were domestic and 33.3% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions. A total of seven commercial airlines operate at the airport: Aeroméxico Connect, Volaris, American Airlines, United Airlines, Aeroméxico, TAR and Magnicharters. In 2023, airlines operating at this airport served seven destinations, including five domestic destinations and two international destinations. In 2023, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Tijuana, Puerto Vallarta, Monterrey, Dallas and Houston.
The San Luis Potosí airport operates 24 hours per day and is located approximately 15 kilometers (9 miles) from the city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 911,908. The airport has two runways with a total capacity of 20 air traffic movements per hour. The principal runway is 3,006 meters (9,862 feet) long, and the secondary runway is 1,000 meters (3,281 feet) long. The airport has a total area of 508.3 hectares (1.96 square miles). The airport’s facilities include a terminal building with approximately 11,137 square meters (119,878 square feet), including 1,124 square meters (12,099 square feet) of commercial space, a six-position platform for commercial aviation, two aprons with a total of 24 positions for general aviation, four taxiways, a boarding lounge with five gates and a public parking facility that accommodates 222 vehicles. The airport’s navigational aids include precision approach path indicators, VHF omnidirectional radio and an instrument landing system on runway 14.
In November 2016, we started an expansion and remodeling of the terminal building at the San Luis Potosí airport, which was completed on August 16, 2019. The project had a total investment of Ps.400 million and included an expansion of 8,600 square meters (92,570 square feet), for a total of 13,482 square meters (145,119 square feet). Passenger capacity grew threefold to serve up to 1.2 million passengers per year.
Tampico International Airport
According to the Mexican Federal Civil Aviation Agency, the Tampico airport was the 34th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, it accounted for approximately 2.2%, 2.1% and 2.1%, respectively, of our terminal passenger traffic.
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In 2021, 2022 and 2023 a total of 397,191, 495,602, and 563,204 terminal passengers, respectively, were served by the Tampico airport. Of the terminal passengers in 2021, 89.6% were domestic, and 10.4% were international. In 2022, 89.7% were domestic and 10.3% were international. In 2023, 88.7% were domestic and 11.3% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of six commercial airlines operate at the airport. In 2023, airlines operating at this airport served five direct destinations, including four domestic destinations and one international destination: Mexico City, Monterrey, Cancún, Ciudad del Carmen and Houston. In 2023, the airlines operating at the airport were Aeroméxico Connect, VivaAerobus, United Airlines, TAR, Aeroméxico and Aerus.
The Tampico airport serves the industrial zone of Tampico, Ciudad Madero and Altamira, which have a combined population of 927,379. This industrial zone is home to companies in the petroleum and chemical industries.
The Tampico airport operates Monday, Wednesday and Friday from 6:30 a.m. to 9:30 p.m. (local time) and from 6:30 a.m. to 9:00 p.m. on Sunday, Tuesday, Thursday and Saturday. The airport has three runways in operation. The principal runway is 2,550 meters (8,366 feet) long, the second runway is 1,221 meters (4,006 feet) in length, and the third runway (used exclusively for Alpha (A) category aircraft and visual flights) is 1,200 meters (3,937 feet) long. The airport has a capacity of 22 air traffic movements per hour and includes an instrument landing system on runway 13, which provides precise guidance to assist aircraft during landing.
The airport’s total area is 372.5 hectares (1.44 square miles). Its facilities include a 7,981 square-meter (85,907 square-foot) terminal building, of which 935 square meters (10,064 square feet) are commercial spaces. It has a six-position apron for commercial aviation, a 17-position apron for general aviation, two taxiways, two air bridges, and four boarding gates. The Tampico airport has a public parking facility that accommodates 254 vehicles.
In September, 2022, we concluded an expansion and remodeling project of the terminal building at the Tampico airport. The project had a total investment of approximately Ps.149 million. With this expansion, total area increased to 7,981 square meters (85,907 square feet), an increase of approximately 17% and the airport’s annual passenger capacity increased by 38% to 1.1 million passengers per year.
Torreón International Airport
According to the Mexican Federal Civil Aviation Agency, the Torreón airport was the 30th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, the Torreón airport accounted for approximately 3.0%, 2.9% and 2.9%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 537,161, 670,245 and 776,462 terminal passengers, respectively, were served by the Torreón airport. Of the terminal passengers in 2021, 88.5% were domestic, and 11.5% were international. In 2022, 90.6% were domestic and 9.4% were international. In 2023, 90.1% were domestic and 9.9% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of six commercial airlines operate at the airport. In 2023, airlines operating at this airport served nine direct destinations, including eight domestic destinations and one international destination. In 2023, the principal routes to and from this airport, based on passenger traffic were Mexico City, Guadalajara, Tijuana, Cancún, San José del Cabo, Querétaro, Ciudad Juárez and Dallas. In 2023, the airlines operating at the airport were Aeroméxico, VivaAerobus, Volaris, Aeroméxico Connect, American Airlines and TAR.
The Torreón airport is located in the city of Torreón, which is part of the La Laguna region, Mexico’s top dairy-producing region and an important industrial and commercial region. Approximately 720,848 people live in the city of Torreón, and approximately 1.4 million people live in La Laguna region.
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The Torreón airport operates 14 hours a day. The airport has two runways. The principal runway measures 2,755 meters (9,038 feet) in length, and the secondary runway measures 1,467 meters (4,813 feet) in length. The airport has a runway capacity of 20 air traffic movements per hour. The airport has an instrument landing system, which provides precise guidance to assist aircraft during landing on runway 31.
The airport’s total area is 354.6 hectares (1.37 square miles). Its facilities include a terminal building of 5,492 square meters (59,115 square feet), of which 544 square meters (5,856 square feet) are commercial space, a seven-position apron for commercial aviation, a seven-position apron for general aviation, one taxiway, five boarding gates, and one air bridge. The Torreón airport has a public parking facility that accommodates 142 vehicles.
Zacatecas International Airport
According to the Mexican Federal Civil Aviation Agency, the Zacatecas airport was the 39th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, the Zacatecas airport accounted for approximately 2.1%, 1.9% and 1.7%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 375,930, 433,952 and 443,582 terminal passengers, respectively, were served by the Zacatecas airport. Of the terminal passengers in 2021, 65.9% were domestic, and 34.1% were international. In 2022, 64.3% were domestic and 35.7% were international. In 2023, 58.7% were domestic and 41.3% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of four commercial airlines operate at the airport. In 2023, airlines operating at this airport served seven direct destinations, including two domestic destinations and five international destinations: Tijuana, Mexico City, Chicago, Los Angeles, San José, California and Dallas. In 2023, the airlines operating at this airport were Volaris, Aeroméxico Connect, American Airlines and VivaAerobus.
Located in the center of Mexico, the state of Zacatecas (of which the city of Zacatecas is the capital) is Mexico’s leading silver producer and second leading producer of lead, copper, zinc and gold. The state of Zacatecas has a population of approximately 1.6 million.
The airport currently operates 24 hours a day. The airport has one runway, which measures 3,000 meters (9,843 feet) in length. The runway capacity is 20 air traffic movements per hour.
The airport’s total area is 207.6 hectares (0.80 square miles). The terminal building is 5,809 square meters (62,528 square feet), of which 538 square meters (5,791 square feet) is commercial area. It has a four-position apron for commercial aviation, a 13-position apron for general aviation, three boarding gates and a parking lot with 202 parking spaces.
Border Destinations
Ciudad Juárez International Airport
According to the Mexican Federal Civil Aviation Agency, the Ciudad Juárez airport was the 12th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, the Ciudad Juárez airport accounted for approximately 8.3%, 8.6% and 8.5%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 1,499,841, 2,004,524 and 2,275,153 terminal passengers, respectively, were served by the Ciudad Juárez airport. Of the terminal passengers in 2021, 2022 and 2023, 99.2%, 99.7% 99.6%, respectively, were domestic.
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A total of five commercial airlines operate at the airport. In 2023, airlines operating at this airport served 16 direct destinations, all of which were domestic. In 2022, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Cancún, Monterrey, Tijuana, El Bajío, Puerto Vallarta, Santa Lucía (AIFA), Mazatlán, Querétaro, Hermosillo and San José del Cabo. In 2023, the airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico, TAR and Aeroméxico Connect. As of the date of this annual report, the airport does not have any active non-Mexican airlines.
The airport is located in the city of Ciudad Juárez, which is near the U.S. border and has a population of 1,512,450. The city is a major center of the maquiladora industry. Because Ciudad Juárez is a popular entry point to the United States many of the airport’s passengers consist of Mexican migrant workers traveling to Ciudad Juárez in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.
The Ciudad Juárez airport operates 14 hours a day. The airport has two runways. The principal runway measures 2,700 meters (8,858 feet) in length, and the secondary runway measures 1,710 meters (5,610 feet) in length. The airport has a capacity of 20 air traffic movements per hour.
The airport’s total area is 367.95 hectares (1.42 square miles). Its facilities include a terminal building of 9,026 square meters (97,155 square feet), consisting of 938 square meters (10,097 square feet) of commercial space. The airport has four boarding gates, a six-position commercial aviation apron, a 15-position general aviation apron, a one-position freight services apron and three taxiways. The Ciudad Juárez International Airport has a public parking facility that accommodates 596 vehicles.
In March 2020, we started an expansion and remodeling of the terminal building at the Ciudad Juárez airport. The project, which is expected to be completed by the first half of 2024, will have a total investment of approximately Ps.591 million. After the project concludes total area will be 15,088 square meters (162,406 square feet), an increase of approximately 107%.
Reynosa International Airport
According to the Mexican Federal Civil Aviation Agency, the Reynosa airport was the 36th busiest airport in Mexico in 2023 based on commercial and general aviation passenger traffic. In 2021, 2022 and 2023, the Reynosa airport accounted for approximately 2.4%, 2.2% and 2.0%, respectively, of our terminal passenger traffic.
In 2021, 2022 and 2023, a total of 425,918, 518,051 and 540,122 terminal passengers, respectively, were served by the Reynosa airport. Of the terminal passengers in 2021, 2022 and 2023, 98.0%, 98.7% and 99.4% respectively, were domestic. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.
A total of two airlines operate at the airport. In 2023, airlines operating at this airport served four direct destinations, all of which are domestic destinations: Mexico City, Cancún, Guadalajara and Veracruz. In 2023, the airlines operating at this airport were VivaAerobus and Aeroméxico Connect.
The airport is located in Reynosa, a city with a population of 704,767 inhabitants bordering the United States near the Gulf of Mexico. We believe that Reynosa’s robust industrial economic activity and proximity to the United States create the potential for growth in air cargo services. Because Reynosa is a popular entry point to the United States, many of the airport’s passengers consist of Mexican migrant workers traveling to Reynosa in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.
The Reynosa airport operates 12 hours a day. The airport has one runway, which is 1,893 meters (6,211 feet) in length and has a runway capacity of 18 air traffic movements per hour.
The airport’s total area is approximately 407.4 hectares (1.57 square miles).
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In February 2021, we inaugurated the new terminal building at the Reynosa airport. The project had a total investment of Ps.325 million and included an expansion of 4,550 square meters (48,976 square feet). Passenger capacity grew threefold to serve up to 970,000 passengers per year. The new terminal building is 7,389 square meters (79,535 square feet), which includes 945 square meters (10,172 square feet) of commercial area. It has a five-position apron for commercial aviation, an 11-position apron for general aviation, two taxiways, three boarding gates and a public parking area with 362 spaces.
Principal Aeronautical Services Customers
Airline Customers
As of December 31, 2023, over 13 international commercial airlines and nine Mexican commercial airlines operated flights at our 13 airports. VivaAerobus, Volaris and Grupo Aeroméxico operated the most flights at our airports. In 2023, regulated revenues from VivaAerobus were Ps.3,452,203 thousand (U.S.$ 204.0 million), regulated revenues from Volaris were Ps.2,102,098 thousand (U.S.$ 124.2 million) and regulated revenues from Grupo Aeroméxico and its affiliates totaled Ps.1,775,285 thousand (U.S.$ 104.9 million), representing 38.7%, 23.5% and 19.9%, respectively, of our aeronautical revenues from airline customers for 2023. These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines. On December 9, 2020, Interjet stopped operations in all our airports and as of the date of this report, the airline has not resumed any operations in the airports we operate. In August 2022, Interjet initiated bankruptcy proceedings under Mexican Law (Concurso Mercantil), and on April 10, 2023 the bankruptcy federal judge issued a ruling declaring the company bankrupt and ordering the sale of all of its assets to pay its creditors.
The following table sets forth the number of air traffic customers per airline for the years ended December 31, 2021, 2022 and 2023:
Terminal Passengers | ||||||
Principal Air Traffic Customers Per Airline |
| 2021 |
| 2022 |
| 2023 |
Domestic: | ||||||
VivaAerobus | 7,484,920 | 9,854,045 | 12,282,855 | |||
Volaris | 4,907,684 | 6,362,684 | 6,604,539 | |||
Grupo Aeroméxico | 3,519,352 | 4,472,478 | 5,402,213 | |||
TAR Aerolíneas | 246,164 | 313,810 | 215,641 | |||
Grupo Aeromonterrey (Magnicharters) | 306,984 | 240,603 | 207,966 | |||
Aero Calafia | 69,002 | 65,517 | 32,646 | |||
Aeromar | 225,821 | 134,936 | 5,074 | |||
Other | 6 | — | 11,845 | |||
Total domestic | 16,759,933 | 21,444,073 | 24,762,779 | |||
International: | ||||||
American Airlines | 584,846 | 825,501 | 924,160 | |||
United | 324,021 | 387,819 | 484,674 | |||
Alaska Airlines | 92,378 | 142,027 | 140,121 | |||
Delta | 50,231 | 63,731 | 88,956 | |||
Westjet | 13,360 | 44,664 | 67,527 | |||
Copa Airlines | 16,977 | 31,166 | 40,786 | |||
Spirit | — | 26,081 | 39,320 | |||
Swoop | 2,140 | 11,606 | 20,632 | |||
Frontier | — | 11,108 | 2,616 | |||
Other | 23,373 | 81,951 | 114,447 | |||
Total international | 1,107,326 | 1,625,654 | 1,923,239 | |||
General aviation | 157,905 | 151,019 | 159,433 | |||
Total | 18,025,164 | 23,220,746 | 26,845,451 | |||
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Historically, traditional carriers such as Aeroméxico had represented a substantial majority of the Mexican commercial airline market. In recent years, however, international carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market. In 2023, passengers traveling on discount and low-cost carriers, such as VivaAerobus and Volaris, accounted for approximately 70.8% of our commercial aviation passenger traffic. Since air transportation historically has been affordable only to the higher income segments of Mexico’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has helped and is expected to continue to increase the use of air transportation in Mexico.
The following table sets forth our principal air traffic customers for the years ended December 31, 2021, 2022 and 2023:
Percentage of Aeronautical Revenues |
| ||||||
Principal Air Traffic Customers |
| 2021 |
| 2022 |
| 2023 |
|
Domestic: |
|
|
|
|
|
| |
VivaAerobus |
| 36.0 | % | 35.0 | % | 38.7 | % |
Volaris |
| 24.5 | % | 25.6 | % | 23.5 | % |
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect) |
| 18.7 | % | 19.1 | % | 19.9 | % |
Interjet |
| — | % | — | % | — | % |
Grupo Aeromonterrey (Magnicharters) |
| 1.7 | % | 1.1 | % | 0.8 | % |
TAR |
| 1.3 | % | 1.3 | % | 0.8 | % |
Aeromar |
| 1.4 | % | 0.6 | % | 0.0 | % |
DHL Express México |
| 0.3 | % | 0.3 | % | 0.2 | % |
Calafia Airlines |
| 0.3 | % | 0.3 | % | 0.1 | % |
Other |
| 4.8 | % | 4.6 | % | 4.5 | % |
Total domestic |
| 89.0 | % | 87.9 | % | 88.5 | % |
International: |
|
|
|
|
| ||
American Airlines |
| 5.8 | % | 6.2 | % | 5.7 | % |
United |
| 3.3 | % | 3.1 | % | 3.1 | % |
Alaska Airlines |
| 0.9 | % | 1.1 | % | 0.9 | % |
Delta |
| 0.5 | % | 0.5 | % | 0.5 | % |
Copa Airlines |
| 0.1 | % | 0.2 | % | 0.3 | % |
Charters |
| 0.2 | % | 0.7 | % | 0.7 | % |
Other |
| 0.2 | % | 0.3 | % | 0.3 | % |
Total international |
| 11.0 | % | 12.1 | % | 11.5 | % |
Total |
| 100.0 | % | 100.0 | % | 100.0 | % |
Complementary Services Customers
As of December 31, 2023, our principal complementary services clients are three principal providers of ramp-handling and baggage-handling services, Menzies Aviation Mexico, S.A. de C.V., AGN Aviation Services, S.A. de C.V. and Servicios Aeroportuarios Monterrey, S.A. de C.V., and our primary catering client is Aero Cocina, S.A. de C.V., all of which provided an aggregate of Ps.63,780 thousand of revenues in the form of access fees in 2023.
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Principal Non-Aeronautical Services Customers
As of December 31, 2023, we were party to approximately 1,306 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time‑share sales and promotions services and tourist information and promotion services. As a result, our revenues from non‑aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers. In 2023, our largest commercial customers were Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental), 5M2 Airports S. A. de C. V. (advertising), Aerocomidas, S.A. de C.V. (food and beverage) a subsidiary of Grupo Areas, Café Sirena, S. de R.L. de C.V (food and beverage), Operadora Aeroboutiques, S.A. de C.V. (retail stores) a subsidiary of Grupo Areas, Priority Pass, Inc. (VIP lounges), Corporativo Gaviotas, S.A. de C.V. (car rental), Fly By Wings, S. de R.L. de C.V (food and beverage), and Dufry México, S.A. de C.V. (duty free).
Seasonality
Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, weather, air traffic control delays and general economic conditions, as well as the other factors discussed above. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not necessarily indicative of future operating results.
Competition
Excluding our airports servicing tourist destinations, our airports currently are the only major airports in the geographic areas that they serve and generally do not face significant competition.
However, since the Acapulco, Mazatlán and Zihuatanejo airports are substantially dependent on tourists, 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 Los Cabos, Cancún and Puerto Vallarta, and abroad, such as in Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.
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 to a significant degree, the U.S. economy and the attractiveness of other commercial and industrial centers in Mexico, which may affect the attractiveness of Monterrey and other growing population centers in our airport group, such as Ciudad Juárez and San Luis Potosí. In addition, with respect to Acapulco, Mazatlán and Zihuatanejo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes) and the development of new resorts that may be considered more attractive. The locations we serve may not continue to attract the same level of passenger traffic in the future.
The Mexican Airport and Auxiliary Services Agency (ASA) currently operates 2 small airports in Mexico’s northern region, which collectively served 2,011,907 passengers in 2023, representing an increase of 48.2% from 2022 traffic, mainly as a result of an increase in passenger traffic to and from Querétaro and Tepic.
During the fourth quarter of 2023 and the first quarter of 2024, the Ministry of Infrastructure, Communications and Transportation awarded several airport concessions to state-owned companies in which the Mexican military (including some of the airports previously managed by ASA) holds the majority interest either through the Ministry of National Defense (Secretaria de la Defensa Nacional) or the Ministry of the Navy (Secretaría de Marina). As a consequence of these recent awards, Mexico’s military has now consolidated its presence as an airport operator which, according to information released by these entities, as of the date of this report oversees 20 airports in Mexico including Mexico City International Airport. These airports served collectively 55.5 million passengers in 2023, an increase of 10.2% as compared to 2022.
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In addition, the Mexican government could grant new concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports. Any competition from other such airports could have a material adverse effect on our business and results of operations.
On February 5, 2014, the Mexican government announced in the Federal Official Gazette that the Ministry of Infrastructure, Communications and Transportation granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles). The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V. The airport has an ICAO Category 3C rating and could present competition to the Company’s airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua. On January 31, 2024, the State of Chihuahua announced that the airport began operations for general aviation flights with an annual capacity of up to 20,000 passengers per year. The airport is expected to have an annual capacity to serve up to 80,000 passengers per year during the first five years of operations, and later increase its capacity to serve up to 250,000 passengers per year.
In the future, the Company might encounter competition from Aeropuerto del Norte, an airport near Monterrey, which was operated by a third party pursuant to a concession. The concession held by this third party has recently expired, and it remains uncertain whether a new concession will be granted to a private third party or to a state-owned company, as it has been the trend recently. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo León has requested in the past that the Ministry of Infrastructure, Communications and Transportation amends Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. The Ministry of Infrastructure, Communications and Transportation may grant a new concession for Aeropuerto del Norte, including the authorization for the operation of commercial aviation flights, which may result in a direct competition to Aeropuerto de Monterrey. On December 26, 2023, the Mexican President announced that the concession of this airport will be granted to the Ministry of National Defense and that it intends to expand its current commercial aviation operations. As of the date of this report, we cannot assure how this new proposal from the President, if approved, would materially affect our results of operations or financial performance.
For more information, see “Risk Factors –Risks Related to the Regulation of Our Business – The Mexican government could grant new concessions that compete with the airports operated by the Company.”
Sustainability and Our Corporate Culture
Sustainability is one of the core values of our corporate culture. Our sustainability policy focuses on three main pillars: environmental management, social responsibility and corporate governance. This allows us to respond in a balanced way to the relevant aspects of our stakeholders through different actions and projects in our 13 airports.
On July 25, 2023, the Company published the release of its 2022 Sustainability Report. The 2022 Sustainability Report was prepared in accordance with GRI Standards and under SASB considerations for the period comprising January 1 to December 31, 2022, and it was also reviewed and approved by the Board of Directors, the Corporate Practices, Finance, Planning and Sustainability Committee and the Chief Executive Officer of the Company. The report also contains certain relevant information on activities performed subsequent to the end of 2022, and through April 31, 2023.
Awards and Recognition
In 2018, the Company was included in the Dow Jones Sustainability Index (“DJSI”) Emerging Markets for the third consecutive year. In addition, the Company was included in 2019 in the Dow Jones Sustainability Index-MILA, for the second consecutive year.
On March 6, 2018, the Mazatlán airport was named the Best Regional Airport of 2017 in Latin America and the Caribbean by Airports Council International (“ACI”). Previous recognition was awarded in 2014.
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In 2023, all of our 13 airports received the Distinctive “S” (Distintivo “S”) granted by the Ministry of Tourism to companies with good practices in the development of tourism projects and its commitment to global sustainability criteria.
In, 2020, we were included in the Sustainability Index of the Mexican Stock Exchange now called S&P/BMV Total México ESG Index, for the ninth year in a row.
In 2023, all of our airports maintained the Health Security Distinction, awarded by the Mexican Institute of Social Security (IMSS) related to implementation of a healthy return to the workplace due to COVID-19 outbreak.
In 2020, the Monterrey airport was certified by ACI with the Airport Health Accreditation. This recognition certifies compliance with global health standards including those of ACI and ICAO recommendations, for passengers, authorities and users at the Monterrey airport.
In 2022, the Acapulco, Culiacán, Mazatlán, and Reynosa airports maintained a Family Responsibility Company Certificate (Certificado de Empresa Familiarmente Responsable) granted by the Mexican Ministry of Labor and Social Welfare.
In 2021, all of our airports received the Safe Travels seal granted by the World Travel and Tourism Council (WTTC) because of the actions and protocols implemented to provide its users of facilities with high standards of sanitation in order to mitigate the risk of infection of COVID-19 in each of its terminal buildings.
In 2021, we received an award for being the First Airport Group to Issue a Green Bond in the Mexican Market granted by the Green Finance Advisory Council (Consejo Consultivo de Finanzas Verdes) at the 2020-2021 Green, Social and Sustainability Bonds Awards.
In 2022, we were included for the first time in the 2022 Bloomberg Gender-Equality Index (“GEI”). In 2023, we were included for the second year in a row in the 2023 Bloomberg Gender-Equality Index.
In 2023, all of our airports received the Level 1 certification of the Airport Carbon Accreditation Program, issued by Airports Council International.
In 2024, all of our airports received the Level 2 certification of the Airport Carbon Accreditation Program, issued by Airports Council International. To achieve Level 2, airports must prove they have effective carbon management procedures in place, including setting clear objectives and demonstrating a reduction in gas emissions.
In 2023, we received, for the thirteenth time, the Socially Responsible Company (Empresa Socialmente Responsable) distinction granted by the Mexican Center for Philantropy (CEMEFI).
In 2023, we rejoined United Nations (“UN”) Global Compact, which main objective is that companies do business responsibly by aligning their strategies and operations with the human rights principles recognized by the UN Guiding Principles on Business and Human Rights, recognized labor, environment and anti-corruption standards, as well as take strategic actions to advance broader social goals such as the UN Sustainable Development Goals.
Ten of our 13 airports have maintained certifications as Safe Companies by the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) for their achievements in the administration of health and safety in the workplace. The San Luis Potosí airport was the first airport in Mexico to receive such certification in 2011, and in 2015 it was granted the highest recognition by the Ministry of Labor and Social Welfare with a Level III Safe Company Certificate (Certificado de Empresa Segura Nivel III). The Ministry of Labor and Social Welfare granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Reynosa airport, Level II Safe Company Certificates (Certificado de Empresa Segura Nivel II) to the Zacatecas airport, Level III to the Acapulco, Ciudad Juárez, Monterrey and Zihuatanejo airports, and the Revalidation of Level III Safe Company Certificates (Certificado de Empresa Segura Revalidación Nivel III) to the Culiacán, Mazatlán, San Luis Potosí and Torreón airports.
In 2023, we received the TRe Distinction granted by the Mexican Ministry of Labor and Social Walfare of the State of Nuevo Leon due to OMA’s commitment to best practices in risk prevention and mitigation in the workplace.
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All of our airports have received the Environmental Quality Certificate (Certificado de Calidad Ambiental) awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) for compliance with applicable Mexican environmental laws, regulations and applicable Official Mexican Standards and must be renewed on a biannual basis.
In 2023, all of our airports obtained the International Organization for Standardization (“ISO”) standard certification ISO 14064-1:2018, which relates to the requirements to quantify and report greenhouse gas (“GHG”) emissions and reductions, and includes requirements for the design, development, management, reporting and verification of a GHG inventory.
REGULATORY FRAMEWORK
Sources of Regulation
The following are the principal laws, regulations and instruments that govern our business and the operation of our airports:
| ● | the Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles), enacted August 4, 1934; |
| ● | the Mexican Airport Law, enacted December 22, 1995; |
| ● | the regulations under the Mexican Airport Law (Reglamento del la Ley de Aeropuertos), enacted February 17, 2000; |
| ● | the Mexican Communications Law (Ley de Vías Generales de Comunicación), enacted February 19, 1940; |
| ● | the Mexican Civil Aviation Law (Ley de Aviación Civil), enacted May 12, 1995; |
| ● | the regulations under the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil), enacted December 7, 1998; |
| ● | the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, which may be revised on an annual basis and stipulates the applicable basis and rate for calculating the concession fee and duties payable under the current budget; |
| ● | the Mexican National Assets Law (Ley General de Bienes Nacionales), enacted May 20, 2004; |
| ● | the concessions that entitle our subsidiaries to operate our 13 airports for a term of 50 years beginning on November 1, 1998; |
| ● | the Mexican Securities Market Law (Ley del Mercado de Valores), enacted December 30, 2005; |
| ● | the General Provisions Applicable to Issuers of Securities and other Participants in the Securities Market (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Mercados Participantes del Mercado de Valores), enacted March 19, 2003; |
| ● | the Federal Labor Law, enacted April 1, 1970; |
| ● | the Customs Law, enacted December 15, 1995; |
| ● | the Value Added Tax Law, enacted December 29, 1978; |
| ● | the Social Security Law, enacted December 21, 1995; |
| ● | the Income Tax Law, enacted December 11, 2013; |
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| ● | the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica), enacted May 23, 2014; and |
| ● | the regulations under the Mexican Federal Antitrust Law (Reglamento de la Ley Federal de Competencia Económica), enacted October 12, 2007. |
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, the holder of a concession granted by the Ministry of Infrastructure, Communications and Transportation is required to construct, 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 either (a) entities considered part of “the federal public administration” as defined under Mexican law or (b) private companies whose principal shareholders may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.
On June 29, 1998, the Ministry of Infrastructure, Communications and Transportation granted 13 concessions to operate, maintain and develop the 13 principal airports in Mexico’s Central North region to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, the process of selling Series BB shares (currently representing 12.9% of our outstanding capital stock) to our strategic shareholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on September 12, 2000, in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.
Amendments to the Mexican Airport Law and Civil Aviation Law
On January 26, 2015, amendments to the Mexican Airport Law and Civil Aviation Law were published and enacted. Among other matters, the amendments include provisions that intend to create a competitive market for the suppliers of complementary services. To this end, the amendments establish that a concession holder may not limit the number of providers of complementary services in its airport, except in instances in which space availability, operational efficiency and/or safety warrant such a limitation. If a concession holder denies entry to any complementary service provider for a reason other than the above, that service provider may file a complaint before the Ministry of Infrastructure, Communications and Transportation.
On June 8, 2016, Article 10 BIS was added to the Mexican Airport Law to provide guidance regarding the granting of concession titles and extensions. Article 10 BIS requires the Ministry of Infrastructure, Communications and Transportation to file with the Ministry of Finance and Public Credit, in accordance with the Mexican Airport Law and corresponding regulations, the following: (i) a favorable opinion on the economic profitability of the respective project; (ii) if federal public funds are used to finance part of the project, evidence of the registration of the project with the investment program and project registry maintained by the Ministry of Finance and Public Credit; and (iii) the determination of the fee and duties payable by the concessionaire to the Mexican government, in terms of the applicable law.
We believe we are currently complying in all material respects with the requirements of the Mexican Airport Law and its regulations. Noncompliance with these regulations could result in fines or other sanctions being assessed by the Ministry of Infrastructure, Communications and Transportation, and are among the violations that could result in termination of a concession if they occur more than two times in a term of 10 years.
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On November 8, 2017, an amendment to the Mexican Airport Law took effect, which modified various regulations, primarily impacting airlines. As a result of the amendment, airlines must, among others: (i) be transparent when providing information regarding taxes and restrictions on a passenger’s airplane ticket and the breakdown of each cargo fee; (ii) provide passengers at least a 24-hour advance notice of any change in itinerary; (iii) compensate passengers in the event of a cancellation, overbooking and/or the damage, loss or destruction of luggage; and (iv) allow passengers with disabilities to transport necessary implements (such as wheelchairs, walkers, prostheses, crutches, walking sticks or any other implement), at no extra charge, provided that it is for personal use and the item is directly related to the traveler’s disability.
On May 3, 2023, the Mexican government published a decree amending the Airports Law (Ley de Aeropuertos) and Civil Aviation Law (Ley de Aviacion Civil), introducing several changes including, among others, (i) changing the administrative nature of the Mexican Federal Civil Aviation Agency from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the Mexican Federal Civil Aviation Agency over civil aviation matters, which were previously assigned to the Ministry of Infrastructure, Communications, and Transportation, including the issuance of technical and administrative regulations applicable to the Master Development Programs; (iii) coordinating security regulations to restore Mexico’s FAA safety rating to Category 1; (iv) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management, operation, and, if applicable, construction of airports; (v) mandating additional obligations for concessionaires to notify the Mexican Federal Civil Aviation Agency of changes in the board of directors, amendments to the bylaws, or any change in the corporate structure of the concessionaire; (vi) modifying certain causes for revocation of concessions and establishing applicable sanctions for concessionaires not complying with flight schedules, timetables, or any other requirements set forth in the bill; and (vii) including a list of causes for revocation of permits granted to aerodromes.
Amendments to the to the Income Tax Law, the Value Added Tax Law, the Special Tax on Production and Services Law and the Federal Tax Code
In December 2021, the Mexican Congress approved amendments to the Income Tax Law, the Value Added Tax Law, the Special Tax on Production and Services Law and the Federal Tax Code. Such amendments include: (i) the establishment of a new simplified regime where individuals and corporations that are not affiliated with other legal entities, whose total income for the year does not exceed 35 million pesos, among other requirements will be taxed through a cash flow received and paid scheme; (ii) tax exemptions for certain activities carried out outside Mexico; (iii) the incorporation of new requirements for the issuance of digital tax receipts through the internet, as well as new cases of cancellation or restriction of the “Digital Seal Certificate”, which is used by taxpayers for the issuance of such tax receipts; (iv) amendment of certain requirements for mergers and spin-offs; and (v) the obligation to establish a new controlling beneficiary for legal entities, trusts and other legal entities, and to have available certain information that the tax authorities may require. Such information (the identification of the controlling beneficiary and its information) will be understood as part of the accounting of the taxpayers and, in case of not delivering the information to the tax authorities or doing it in an erroneous, incomplete or outdated manner, fines ranging from Ps.500 thousand to Ps.2,000 thousand pesos may be imposed for each controlling beneficiary, in addition to the fact that the opinion of compliance with tax obligations will be issued in a negative sense.
On December 27, 2022, the Federal Labor Law was amended (effective as of January 1, 2023) to increase the vacation periods for employees, increasing the minimum period from 6 to 12 workdays. An additional day will be granted to employees for each additional year of employment, up to a maximum of twenty days. From the sixth year onward, the vacation period will increase by two days for every five years of employment.
Further, several legislative initiatives have been introduced in Congress intending to reduce the working hours established in the Mexican Constitution and in the Federal Labor Law, which will be discussed during the current session of the Mexican Congress. In addition, a new proposal to amend the Federal Labor Law has been presented, seeking to increase the year-end bonus (aguinaldo) payment to employees by requiring employers to provide an annual bonus equivalent to a minimum of 30 days’ salary, instead of the previously required 15 days’ salary. As of the date of this report, it cannot be guaranteed how such reform, if approved, would impact the Company’s operations and competitiveness in the Mexican market.
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Federal Antitrust Commission
On May 23, 2014, a new Federal Antitrust Law (Ley Federal de Competencia Económica) was enacted. The law grants broader powers to the Mexican Antitrust Commission, including the abilities to regulate essential facilities, order the divestment of assets and eliminate barriers to competition in order to promote access to the market. The law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law. If the Mexican Antitrust Commission 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 relevant service or product. As of April 19, 2024, the Mexican Antitrust Commission had not made any determination as to whether the services we render are considered an essential facility.
Role of the Ministry of Infrastructure, Communications and Transportation
The Ministry of Infrastructure, Communications and Transportation is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions, directly or through the Mexican Federal Civil Aviation Agency:
| ● | plan, formulate and establish the policies and programs for the development of the national airport system, according to the country’s needs, as well as promote the proper operation of civil aviation; |
| ● | construct, administer and operate airports and airport-related services for the public interest; |
| ● | grant, extend, suspend, modify, terminate and revoke concessions for the operation of airports; |
| ● | issue standards and any other necessary regulations related to airports for purposes of complying with the Mexican Airport Law and the treaties to which Mexico is a party; |
| ● | establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority; |
| ● | take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services and set forth the minimum operating conditions for airports; |
| ● | establish safety regulations; |
| ● | close airports entirely or partially when safety requirements are not being satisfied; |
| ● | monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions; |
| ● | maintain the Mexican aeronautical registry for registrations relating to airports; |
| ● | impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions; |
| ● | approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder; |
| ● | approve the Master Development Programs prepared by each concession holder every five years; |
| ● | determine each airport’s maximum rates; |
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| ● | publish obligatory technical-administrative provisions regarding the administration, operation, exploitation, construction and certification of civil airports; Master Development Programs, indicative investment programs for constructions, conservation and maintenance of civil airports; as well as airport and complimentary services; |
| ● | approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and |
| ● | perform any other function specified by the Mexican Airport Law. |
For more information on the initiative see “Risk Factors –Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.”
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 Ministry of Infrastructure, Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Infrastructure, Communications and Transportation provides these services through Services for Navigation in Mexican Air Space, the Mexican air traffic control authority, which is a division of the Ministry of Infrastructure, Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.
On October 16, 2019, the Ministry of Infrastructure, Communications and Transportation established the Mexican Federal Civil Aviation Agency, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). The Mexican Federal Civil Aviation Agency is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. The Mexican Federal Civil Aviation Agency has been formally established and its internal regulations and operation manuals were published and enacted on February 26, 2021, with no material changes with respect to the ones they replaced. We cannot predict the actions that the Mexican Federal Civil Aviation Agency will take in the future in compliance with its internal regulations and operation manual, or the effect of any such actions on its business. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.”
Concession Tax
Under Article 232-A of the Mexican Federal Duties Law, holders of airport concessions must pay a tax for the use of state-owned assets. As such, 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 assets pursuant to the terms of its concession. Until December 31, 2023, the concession tax was set at a rate of 4%, effective January 1, 2024 this concession tax is set at a rate of 9% and may be revised at any time by the Mexican government. Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax, although such a request may not be honored in the future.
On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law (Ley Federal de Derechos). The amendments included the increase in the fee paid by airport concessionaires to the federal government from 5% to 9%. The excess concession tax payments related to aeronautical activities made during 2024 and 2025, will be incorporated as an addition to the reference value that will be used to calculate the Joint Maximum Tariff in the following ordinary review from 2026 to 2030, as per the tariff base regulation.
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Scope of Concessions
We hold (through subsidiary holding companies) concessions granted to us by the Mexican government to use, operate, maintain and develop 13 airports in the Central North region of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by one of our subsidiaries for an initial 50-year term beginning on November 1, 1998. This initial term of each of our concessions may be renewed in one or more terms for up to an additional 50 years, subject to our acceptance of any new conditions imposed by the Ministry of Infrastructure, Communications and Transportation and to our compliance with the terms of our concession.
In order to renew a concession, the Ministry of Infrastructure, Communications and Transportation must obtain a favorable opinion from the Tax Ministry, which will analyze the profitability of each of the airports together with the costs and benefits of renewing the concession. Such analysis compares the cash revenues that may be generated from the use, benefit and exploitation of the public domain assets and services subject to the relevant concessions against the associated costs. The Tax Ministry must issue a resolution on the profitability of each airport within 30 days following receipt of all relevant information from the Ministry of Infrastructure, Communications and Transportation. If the Tax Ministry does not issue a resolution within the 30-day period, it will be deemed that the Tax Ministry issued favorable opinion. In addition, together with the profitability analysis, the Ministry of Infrastructure, Communications and Transportation shall submit a proposal for the concession fee applicable to the renewed period to the Tax Ministry.
The concessions held by our subsidiary concession holders allow the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and its regulations and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, the use of 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 shall 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 the inspection of passengers and carry-on luggage prior to approaching the departure gates and specify that the transporting airline is responsible for the inspection of checked-in luggage and cargo. If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.
The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Infrastructure, Communications and Transportation. No agreement documenting liens approved by the Ministry of Infrastructure, Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.
A concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure, Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry of Infrastructure, Communications and Transportation may require.
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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 specified insurance in amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Infrastructure, Communications and Transportation. As of April 19, 2024, the Ministry of Infrastructure, Communications and Transportation has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified. We, together with our subsidiary concession holders, are jointly and severally liable to the Ministry of Infrastructure, Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession 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 one concession, the Ministry of Infrastructure, Communications and Transportation is entitled to revoke all of the concessions held by our subsidiaries.
Substantially all of the contracts entered into prior to the grant of our concessions by the Mexican Airport and Auxiliary Services Agency with respect to each of our airports were assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the Mexican Airport and Auxiliary Services Agency for any loss suffered by the Mexican Airport and Auxiliary Services Agency due to the concession holder’s breach of its obligations under an assigned agreement.
Classification of Services Provided at Airports
The Mexican Airport Law and its regulations classify the services that may be rendered at an airport into the following three categories:
| ● | 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: |
| ● | the use of airport runways, taxiways and aprons for landing, aircraft parking and departure; |
| ● | the use of hangars, passenger walkways, transport buses and car parking facilities; |
| ● | the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids; |
| ● | the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and |
| ● | the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis). |
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| ● | Complementary Services. Complementary services for which the airlines are responsible 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 includes: ramp and handling services, checked-baggage screening, aircraft security, catering, cleaning, maintenance, repair and fuel supply (currently provided exclusively by the Mexican Airport and Auxiliary Services Agency) and related activities that provide support to air carriers. |
| ● | Commercial Services. Commercial services involve services that are not considered essential to the operation of an airport or aircraft. These services include, among other things, the leasing of space to retailers, restaurants and banks and advertising; hotel services; air cargo logistics; and real estate services. |
Third parties rendering airport, complementary or commercial services are required to do so pursuant to a written agreement with the relevant concession holder. We have entered into agreements with third parties for security and surveillance services, ramp-handling and baggage-handling services and checked-baggage services, among others. All agreements relating to airport or complementary services are required to be approved by the Ministry of Infrastructure, Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers of complementary services are required to be corporations incorporated under Mexican law. In addition, we lease spaces to third-party tenants that provide commercial services such as food and beverage, retail and advertising.
A concession holder is also required to allow for a competitive market for complementary services. A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and/or safety considerations. 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 Ministry of Infrastructure, Communications and Transportation, which shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized. If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through a competitive bidding process.
Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster-support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities.
In the event of force majeure, the Ministry of Infrastructure, Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.
Master Development Programs
Concession holders are required to provide the Mexican Federal Civil Aviation Agency with a Master Development Program that outlines their construction and maintenance plans. Pursuant to Annex 7 of the concession titles, as amended on October 19,2023, the Mexican Federal Civil Aviation Agency is the agency entrusted with the application, interpretation, and monitoring of compliance with the provisions set forth in Annex 7.
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Each Master Development Program has a duration of 15 years and is required to be updated every five years and resubmitted for approval to the Mexican Federal Civil Aviation Agency. 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 pursuant to a concession holder’s Master Development Program or upon approval by the Mexican Federal Civil Aviation Agency. The Master Development Program is updated in accordance with the following procedure:
| ● | Twenty-four months prior to commencing the review process for approval, the concession holder must hire an independent consulting company with experience in the airport sector to conduct and process user surveys on (a) the airport’s existing quality standards, and those expected in the future, (b) traffic forecasts for the coming fifteen years, and (c) investments required to be made during the coming fifteen years; and |
| ● | Eighteen months prior to commencing the review process for approval, the airport concession holder must prepare a draft proposal for the Master Development Program, based on the results of the surveys that were conducted pursuant to the above, and in accordance with the provisions of the Airport Law and its regulations. Among other requirements, the proposed Master Development Program draft must indicate the following: |
— Annual forecasts for each of the fifteen subsequent years (described in real terms), unless otherwise determined by the Mexican Federal Civil Aviation Agency;
— Operating and financial information for each of the fifteen years, including at a minimum annual forecasts on passengers, cargo workload units and aircraft movements, as well as the methodology used to prepare this forecast. Additional information may be required by the Mexican Federal Civil Aviation Agency;
— An explanation of the quality standards applied including a comparative assessment of these standards with other standards recognized nationally and internationally, as well as the security measures and environmental protection measures taken in the airport;
— Estimated capital investments for each of the years covered, which must specify whether they are related or not to regulated services, and explain the main assumptions and methodologies used for these estimates, a breakdown of the works to be carried out, and costs;
— Estimated operating costs and expenses per year relating to regulated services, explaining the main assumptions and methodologies used for these estimates;
— A proposal for the discount rate to be used in the calculation of the Joint Maximum Tariff;
— An estimation of the implications for the Joint Maximum Tariff and specific tariffs; and
—Any other information that may be required by the Mexican Federal Civil Aviation Agency.
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| ● | Twelve months prior to the review date, and during a period of three months, the concession holder shall make publicly available for consultation the Master Development Program draft and the estimated projections used to calculate each of the various factors included in the Joint Maximum Tariff. |
| ● | Nine months prior to the review date, the concession holder must incorporate the comments and observations received from users into the draft Master Development Program to the extent applicable. |
| ● | Six months prior to the review date, the concession holder will submit the draft Master Development Program to the Mexican Federal Civil Aviation Agency, together with the recommendation of the Operation and Slots Committee. |
| ● | Following the review date, the Mexican Federal Civil Aviation Agency will review the proposed Master Development Program and any other information submitted by the concession holder. The Mexican Federal Civil Aviation Agency may require the concession holder to provide any additional clarification or information deemed necessary, and may request additional opinions from airport users and the Operations and Slots Committee (Comité de Operaciones y Horarios). |
We are required to spend the full amounts set forth in each investment program under our Master Development Programs, and the Mexican Federal Civil Aviation Agency may apply sanctions if we do not comply.
Changes to a Master Development Program and investment program require the approval of the Mexican Federal Civil Aviation Agency, except for emergency repairs and minor works that do not adversely affect an airport’s operations.
Pursuant to the terms of our concessions, we are required to comply with the investment obligations under the Master Development Programs on a year-by-year basis, and the Mexican Federal Civil Aviation Agency is entitled to review our compliance thereunder (and apply sanctions accordingly) on a year-by-year basis.
During 2020, we negotiated the Master Development Program for the 2021 to 2025 period with the Ministry of Infrastructure, Communications and Transportation for each of our subsidiary concession holders. This five-year program is in effect from January 1, 2021 until December 31, 2025.
Ownership Commitments and Restrictions
The concessions require us to retain a 51% direct ownership interest in each of our 13 concession holders throughout the term of these concessions. Any acquisition by us or one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Antitrust Commission. In addition, the concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.
Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.
Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of an airport concession.
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Revenue Regulation
The Mexican Airport Law provides for the Ministry of Infrastructure, Communications and Transportation to establish price regulations for services for which the Antitrust Commission determines that a competitive market does not exist. In 1999, the Antitrust Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the Ministry of Infrastructure, Communications and Transportation 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 September 12, 2000, the Rate Regulation (Regulación Tarifaria), which provides a framework for the setting by the Ministry of Infrastructure, Communications and Transportation of five-year maximum rates, was incorporated within the terms of each of our concessions. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The Company cannot predict how the regulations governing the business will be applied.”
On October 4, 2023, the Company received a notification from the Mexican Federal Civil Aviation Agency informing the amendment of the terms of the tariff base regulation set forth in Annex 7 of the Company’s concession titles, which was further modified on October 19, 2023. As of the date of this report, the Company has determined that the amendments made to Annex 7 will not materially adversely affect its results of operations. However, we cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results. The updated terms of the tariff base regulation took effect on October 19, 2023. However, the Maximum Rates for 2024 and 2025, previously authorized by the AFAC, remain unchanged across all airports. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.”
Regulated Revenues
Since January 1, 2000, all of our revenues from aeronautical services have been subject to the Rate Regulation. This price regulation system 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 terminal 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.
We are able to set the specific prices for regulated services, other than complementary services and the leasing of space to airlines, for each of our airports every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)), as long as the combined revenues from regulated services at an airport does not exceed the maximum rate per workload unit at that airport on an annual basis. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic increase the workload units permit greater revenues overall within each five-year period for which maximum rates are established.
The Rate Regulation establishes a “dual-till” system of price regulation under which a majority of our revenues, such as passenger fees, landing fees, aircraft parking fees and access fees from third parties providing complementary services at our airports, are regulated, while the revenues that we earn from commercial activities in terminals at our airports, such as the leasing of space to retailers, restaurants, car rental companies and banks, are not regulated. In 2021, 2022 and 2023, approximately 60.5%, 59.1% and 61.8%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (76.1%, 76.0% and 77.3%, respectively, of the sum of aeronautical and non-aeronautical revenues).
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Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not subject to this maximum-rate price regulation system and are therefore not subject to a ceiling. 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 to be determined for each year by the Ministry of Infrastructure, Communications and Transportation based on a general framework established in our 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 Ministry of Infrastructure, Communications and Transportation. The schedule of maximum rates for each airport is to be established every five years.
On October 4, 2023, the Company received a notification from the Mexican Federal Civil Aviation Agency informing the amendment of the terms of the tariff base regulation set forth in Annex 7 of the Company’s concession titles, which was further modified on October 19, 2023. The legal basis pursuant to which the Ministry of Infrastructure, Communications and Transportation justified the amendment were, among others, the recently amended Mexican Airport Law and its related regulatory decrees, as well as the Mexican Federal Civil Aviation Agency internal regulations and operation manuals entrusting this entity with broad discretionary powers over airport regulation. As of the date of this report, the Company has determined that the amendments made to Annex 7 will not materially adversely affect its results of operations. However, we cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.”
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Maximum Rates for 2021 through 2025
On December 28, 2020, the Ministry of Infrastructure, Communications and Transportation set the airport maximum rates for the five-year period from January 1, 2021 through December 31, 2025. These maximum rates are subject to adjustment only 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 our 2021 to 2025 Master Development Programs that went into effect as of January 1, 2021:
Current Maximum Rates(1)
For the Year Ended December 31, | ||||||||||
| 2021 | 2022 | 2023 | 2024 | 2025 | |||||
Acapulco |
| 388.01 | 385.30 | 382.61 | 379.93 | 377.27 | ||||
Ciudad Juárez |
| 318.05 | 315.82 | 313.61 | 311.42 | 309.23 | ||||
Culiacán |
| 339.05 | 336.68 | 334.32 | 331.97 | 329.65 | ||||
Chihuahua |
| 334.31 | 331.96 | 329.64 | 327.33 | 325.03 | ||||
Durango |
| 387.37 | 384.66 | 381.96 | 379.29 | 376.63 | ||||
Mazatlán |
| 377.40 | 374.75 | 372.14 | 369.53 | 366.94 | ||||
Monterrey |
| 317.43 | 315.21 | 313.00 | 310.81 | 308.64 | ||||
Reynosa |
| 336.01 | 333.65 | 331.32 | 329.00 | 326.69 | ||||
San Luis Potosí |
| 303.01 | 300.89 | 298.77 | 296.69 | 294.61 | ||||
Tampico |
| 371.45 | 368.84 | 366.26 | 363.69 | 361.15 | ||||
Torreón |
| 376.47 | 373.84 | 371.22 | 368.63 | 366.05 | ||||
Zacatecas |
| 403.65 | 400.82 | 398.02 | 395.23 | 392.46 | ||||
Zihuatanejo |
| 408.99 | 406.13 | 403.29 | 400.46 | 397.66 | ||||
(1) | Expressed in constant pesos as of December 31, 2023, as required by the maximum rate regulation. The maximum rate for each succeeding year from 2021 onwards is reduced by the efficiency factor of 0.70% per year. |
Methodology for Determining Future Maximum Rates
The Amended Rate Regulation provides that each of our airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:
| ● | Projections for the 15-year period of workload units (each of which is equivalent to one passenger or 100 kilograms (220 pounds) of cargo), operating costs and expenses (excluding amortization and depreciation) related to services subject to price regulation and pre-tax earnings from services subject to price regulation. |
| ● | Projections for the 15-year period of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the Master Development Programs. |
| ● | Reference values, which were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value. To determine the reference value for the next five-year period, the approved reference values from the sixth year of the previous ordinary or extraordinary review (as applicable), will be summed for each concession holder in the group. This sum will then be divided among the concession holders based on their actual average traffic units recorded during the last five years. Starting from the seventh ordinary period for determining the Joint Maximum Tariff (2031-2035), the forecasted traffic units for the preceding five-year period will be compared against the actual traffic results for the same period. If there is a difference of more than 3% in the airport group, an adjustment will be made to the reference value for the sixth year of the authorization document used in calculating the new Joint Maximum Tariff. The “Economic Value” resulting from the traffic units above 3% will be subtracted from the reference value for the sixth year of the immediately preceding |
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| five-year period. “Economic value” refers to the regulated revenue minus concession taxes on the excess income. |
| ● | The discount rate is a parameter used to determine the Joint Maximum Tariff in the airport industry. It reflects the real capital cost of companies before taxes. This rate is calculated based on the average rates in the airport sector of Mexico. To calculate the discount rate, we use the internationally accepted methodology described in Annex 7 of the Company’s concession titles to determine the Average Weighted Cost of Capital. |
| ● | An efficiency factor must be determined by the Mexican Federal Civil Aviation Agency. The maximum rates applicable to our airports for the five-year period ending December 31, 2020, reflected a projected annual efficiency improvement of 0.70% |
Our concessions specify a discounted cash flow formula to be used by the Mexican Federal Civil Aviation Agency to determine the maximum rates that, given the projected pre-tax earnings, the efficiency adjustment, 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. In connection with the preparation of the current Master Development Programs, we prepared a proposal to submit to the Mexican Federal Civil Aviation Agency establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate. Historically, the maximum rates ultimately established by the Mexican Federal Civil Aviation Agency reflect a negotiation between the Agency and us regarding these variables. Once the maximum rates are established, they may be adjusted annually to take account of projected improvements in efficiency and the Mexican Producer Price Index (excluding fuel).
The concessions provide that each airport’s reference values, discount rate and the other variables used in calculating the maximum rates do not represent an undertaking by the Mexican Federal Civil Aviation Agency 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 have been 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 this shortfall.
To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Mexican Federal Civil Aviation Agency may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the Unit of Measurement and Update (“UMA”). The UMA as of January 1, 2024 was Ps.108.57. As a result, the maximum penalty at such date could have been Ps.5,428 thousand per airport.
As established by the Ministry of Infrastructure, Communications and Transportation, 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 commercial cargo.
Special Adjustments to Maximum Rates
Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:
| ● | Natural disasters. If a natural disaster occurs that would result in modifications to the Master Development Program with respect to forecasted demand, and required investments and works. Any compensation received from insurance policies shall be considered at nominal value and as an operating expense for the year immediately following payment of the compensation, so that the Joint Maximum Tariff is adjusted for subsequent years. If, as a result of including insurance compensations the Joint Maximum Tariff significantly increases, the compensation received may be spread over several years, as adjusted. |
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| ● | Change in law. Modifications to the applicable legislation or regulations regarding the quality standards that the concession holder is required to meet prior to the next periodical review, and modifications to the applicable legislation or regulations that require the implementation of new security measures or environmental protection measures that the concession holder must comply with in the immediate term. |
| ● | Macroeconomic conditions. A concession holder may also request an adjustment in its maximum rates if there is a decrease of at least 5% in the Mexican GDP during the previous 12-month period. |
| ● | Failure to make required investments or improvements. The Ministry of Infrastructure, Communications and Transportation is required to review annually 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 Ministry of Infrastructure, Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties. |
| ● | Excess revenues. A concession holder may also request an adjustment in the event that total revenues received from regulated services divided by the total number of traffic units in the calendar year exceeded the Joint Maximum Tariff. |
| ● | Increase in concession tax under Mexican Federal Duties Law. In cases of an increase in duty payable by a concession holder under the Mexican Federal Duties Law, the present value of payments disbursed to the government, in excess of those included in the most recent ordinary review, shall be added to the reference value for year 6 to be used in the following ordinary review. |
Reporting, Information and Consent Requirements
Concession holders and third parties providing services at airports are required to provide the Ministry of Infrastructure, Communications and Transportation access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Infrastructure, Communications and Transportation with any information that it may request. Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.
The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Infrastructure, Communications and Transportation to such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:
| ● | 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. |
Under the regulations to the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.
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The concessionaires are required to notify the Ministry of Infrastructure, Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, board of directors or management. A concession holder is also required to notify the Ministry of Infrastructure, Communications and Transportation at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spinoff of the concession holder.
Penalties and Termination and Revocation of Concessions and Concession Assets
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:
| ● | the expiration of its term; |
| ● | the surrender by the concession holder; |
| ● | the revocation of the concession by the Ministry of Infrastructure, Communications and Transportation; |
| ● | 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.
On May 20, 2004, a Mexican National Assets Law was adopted and published in the Federal Official Gazette that, among other things, established regulations relating to concessions on real property held in the public domain, including the airports that we operate. The Mexican National Assets Law established additional grounds for revocation of concessions for failure to pay certain applicable taxes.
Revocation of Concessions
A concession may be revoked by the Ministry of Infrastructure, Communications and Transportation under certain conditions, including:
| ● | the failure by a concession holder to begin operating, maintaining and developing an airport pursuant to the terms established in the concession; |
| ● | the failure by a concession holder to maintain insurance as required under the Mexican Airport Law; |
| ● | the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law; |
| ● | any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Infrastructure, Communications and Transportation; |
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| ● | use, with a concession holder’s consent and without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican air traffic control authority or that is involved in the commission of a felony; |
| ● | knowingly appointing 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; |
| ● | the failure by the concession holder to pay the Mexican government the concession tax; |
| ● | the failure by the concession holder to beneficially own at least 51% of the capital stock of its subsidiary concession holders; |
| ● | a violation of the safety regulations established in the Mexican Airport Law and other applicable laws; |
| ● | a total or partial interruption of the operation of an airport or its airport or complementary services without justified cause; |
| ● | the failure to maintain the airport’s facilities; |
| ● | the provision of unauthorized services; |
| ● | the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider; |
| ● | charging prices higher than those registered with the Ministry of Infrastructure, Communications and Transportation for regulated services or exceeding the applicable maximum rate; |
| ● | any act or omission that impedes the ability of other service providers or authorities to carry out their functions within the airport; or |
| ● | any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession. |
The Ministry of Infrastructure, Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above. In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation.
Pursuant to the terms of our concessions, in the event the Ministry of Infrastructure, Communications and Transportation revokes one of our concessions, it is entitled to revoke all of our other concessions.
According to the Mexican National Assets Law, Mexico’s national patrimony consists of private and government-owned assets of Mexico. The surface area of our airports and improvements on such space are considered government-owned assets. A concession concerning government-owned assets may be “rescued,” or 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 “rescue,” or reversion, 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 operations (through a process known as requisa) of any airport, airport and complementary services as well as any other airport assets. Such government action may exist only during the duration of the emergency. Except in the case of war, the Mexican government is required to compensate all affected parties for any damages or losses suffered as a result of such government action. If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages shall be determined by experts jointly appointed by both parties, and the amount of losses shall be determined based on the average net income of the concession holder during the previous year. In the event of a requisa due to international war, the Mexican government would not be obligated to indemnify us.
The Mexican Airport Law provides that sanctions of up to 400,000 times the UMA may be assessed for failures to comply with it or the terms of a concession. The UMA as of January 1, 2024 was Ps.108.57. As a result, the maximum penalty at such date could have been Ps.43,428 thousand per airport or per violation.
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 government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Infrastructure, Communications and Transportation. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser 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 concessions would prevail over those of the Mexican Communications Law. Accordingly, upon expiration or termination of our concessions, the assets used by our subsidiary concession holders to provide services at our airports may revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.
Please refer to “Item 3. Key Information—Risk Factors— Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations” for more information on concession revocations.
Grants of New Concessions
The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Mexican Antitrust 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:
| ● | parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession; |
| ● | current concession holders when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession; |
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| ● | current concession holders when it is in the public interest for their airport to be relocated; |
| ● | entities in the federal public administration; and |
| ● | commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports. |
Additionally, under the Mexican Airport Law for the granting of a concession title or the resolution to extend the term thereof, the Ministry of Infrastructure, Communications and Transportation shall file before the Ministry of Finance and Public Credit the following:
| ● | a favorable opinion regarding the economic profitability of the corresponding project, |
| ● | the registry of the programs portfolio and investment projects, in terms of the Federal Budget and Fiscal Responsibility Law (Ley Federal de Presupuesto y Responsabilidad Hacendaria), in case public funds are used to finance an airport project, and |
| ● | the assessment of the considerations that the concession holder shall pay to the federal government in terms of applicable law. For purposes of this section, the Ministry of Infrastructure, Communications and Transportation shall submit a proposal of said considerations to the Ministry of Finance and Public Credit. |
Environmental Matters
Regulation
Our operations are subject to Mexican federal and state 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 Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) or the “General Environmental Law,” and its regulations, which are administered by the Ministry of the Environment and Natural Resources and enforced by the Ministry’s enforcement branch, the Federal Attorney for Environmental Protection; (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), the “Law on Waste”, the General Law for Sustainable Forest Development (Ley General de Desarrollo Forestal Sustentable) and the General Law for Wildlife (Ley General de Vida Silvestre), each of which are also administered by the Federal Attorney for Environmental Protection; (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission, also a branch of the Ministry of the Environment and Natural Resources; (iv) the General Law of Climate Change; and (v) the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental).
Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, environmental audits, natural protected areas, ecological ordering, emissions records and transfer of pollutants. The General Environmental Law also regulates, among other things, vibrations, thermal energy, soil contamination 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, which was published in October 2003, owners and/or possessors of real 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.
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Pursuant to the National Waters Law, companies that discharge wastewaters into national water bodies must comply with, among other rules, 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 concessions and the National Waters Commission.
In addition to the foregoing, Official Mexican Standards (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Metrology and Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the environmental laws described above, establish standards relating to air emissions, soil contamination, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other issues.
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 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 (with which we have complied). 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 adopted specific actions within a determined time frame.
On June 6, 2012, the General Law on Climate Change was adopted and published in the Official Gazette of the Federation, which, among other objectives, (i) regulates greenhouse gases and emissions, taking into consideration the goals set forth by the UN Framework Convention on Climate Change and the provisions derived therein; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy. In accordance with the General Law of Climate Change, individuals and entities that are responsible for sources of emission that are subject to environmental reporting are obligated to compile necessary information, data and documents with respect to direct and indirect emissions for the inclusion in the Mexican National Registry of Emissions (Registro Nacional de Emisiones). This regulation was published on October 28, 2014. We have been obligated to comply with this requirement since February 15, 2016.
Furthermore, on June 7, 2013, the Federal Law of Environmental Responsibility was published in the Federal Official Gazette and requires that any person or entity who, whether by act or omission, directly or indirectly, causes harm to the environment, is obligated to repair such harm. If repair of such harm is not possible, such person is required to pay compensation for the harm caused and take any action necessary to avoid any additional harm or damage. Likewise, this law establishes a judicial procedure for environmental responsibility through which any physical or moral person with a legitimate interest can sue for repair and compensation for harm done to the environment.
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On August 11, 2014, the Mexican National Agency of Industrial Safety and Protection of the Environment of the Hydrocarbons Sector (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos, or “ASEA”) was created. While initially taking a secondary role to the role of the Mexican Ministry of the Environment and Natural Resources, ASEA has recently started to enforce its legal powers. Our airport growth projects related to fuel supply must now be approved by ASEA, which may result in more burdensome proceedings for the approval of special projects related to hydrocarbons. As of the date of this report, there can be no assurance whether ASEA’s rules and regulations will materially affect our business or results of operations.
In 2018, Mexico launched a carbon dioxide (“CO2”) market. The market requires that industries that generate above a certain amount of CO2 emissions pay for rights to excess emissions. Starting in 2019, the legislation also requires that companies report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). In addition, new water quality standards are being discussed, which would require greater water quality for all of our wastewater disposal.
Modifications of existing environmental laws and regulations or the adoption of more stringent environmental laws and regulations may result in the need for investments that are not currently provided for in our capital expenditures program and may otherwise result in a material adverse effect on our business, results or operations or financial condition. Although we do not currently expect that compliance with environmental laws will have material effect on our financial condition or results of operations, there can be no assurance, however, that environmental regulations or the enforcement thereof will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition. For more information see “Item 3. Key Information—Risk Factors—Risks Related to Mexico—Mexico’s environmental legislation could limit the growth of some of our airports.”
Liability for Environmental Noncompliance
The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by the Mexican Airport and Auxiliary Services Agency prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. We believe that we are entitled to indemnification for any liabilities related to actions that our predecessor was required to perform or refrain from performing under applicable environmental laws and under their agreements with environmental authorities, though this may change in the future.
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 trilateral agreement on Environmental Cooperation that will be entered into by Canada, the United States and Mexico in the context of the USMCA (which was formally signed on November 30, 2018 and entered into force on July 1, 2020), as well as by other international treaties on environmental matters. In 2018, Mexico, the United States and Canada announced a Trilateral Agreement of Environmental Cooperation under the USMCA which, has replaced the North American Agreement on Environmental Cooperation in force since January 1, 1994. 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, environmental regulations or the enforcement thereof may change in a manner that could have a material adverse effect on our business, results of operations, prospects and financial condition.
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ORGANIZATIONAL STRUCTURE
The following table sets forth our consolidated subsidiaries as of April 19, 2024, including our direct and indirect ownership interest in each:
Name of Company |
| Jurisdiction of |
| Percentage |
| Description |
|---|---|---|---|---|---|---|
Aeropuerto de Acapulco, S.A. de C.V. | Mexico | 100 | Holds concession for Acapulco | |||
Aeropuerto de Ciudad Juárez, S.A. de C.V. | Mexico | 100 | Holds concession for Ciudad Juárez | |||
Aeropuerto de Culiacán, S.A. de C.V. | Mexico | 100 | Holds concession for Culiacán | |||
Aeropuerto de Chihuahua, S.A. de C.V. | Mexico | 100 | Holds concession for Chihuahua | |||
Aeropuerto de Durango, S.A. de C.V. | Mexico | 100 | Holds concession for Durango | |||
Aeropuerto de Mazatlán, S.A. de C.V. | Mexico | 100 | Holds concession for Mazatlán | |||
Aeropuerto de Monterrey, S.A. de C.V. | Mexico | 100 | Holds concession for Monterrey | |||
Aeropuerto de Reynosa, S.A. de C.V. | Mexico | 100 | Holds concession for Reynosa | |||
Aeropuerto de San Luis Potosí, S.A. de C.V. | Mexico | 100 | Holds concession for San Luis Potosí | |||
Aeropuerto de Tampico, S.A. de C.V. | Mexico | 100 | Holds concession for Tampico | |||
Aeropuerto de Torreón, S.A. de C.V. | Mexico | 100 | Holds concession for Torreón | |||
Aeropuerto de Zacatecas, S.A. de C.V. | Mexico | 100 | Holds concession for Zacatecas | |||
Aeropuerto de Zihuatanejo, S.A. de C.V. | Mexico | 100 | Holds concession for | |||
Servicios Aeroportuarios del Centro Norte, S.A. de C.V. | Mexico | 100 | Provider of administrative and other services. | |||
Operadora de Aeropuertos del Centro Norte, S.A. de C.V. | Mexico | 100 | Former provider of operational services; currently without operations. | |||
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Name of Company |
| Jurisdiction of |
| Percentage |
| Description |
|---|---|---|---|---|---|---|
Holding Consorcio Grupo Hotelero T2, S.A. de C.V. | Mexico | 100 | Holds 90% of the shares of the Consortium to develop and operate an NH-branded hotel and commercial areas inside the Terminal 2 of Mexico City International Airport. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. | |||
Consorcio Grupo Hotelero T2, S.A. de C.V. | Mexico | 90 | Holds a 20-year lease agreement with Mexico City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters (53,820 square feet) in commercial space inside Terminal 2. | |||
Servicios Corporativos Terminal T2, S.A. de C.V. | Mexico | 90 | Former provider of administrative and other services; currently without operations. | |||
Servicios Complementarios del Centro Norte, S.A. de C.V. | Mexico | 100 | Provider of complementary services. | |||
OMA Logística, S.A. de C.V. | Mexico | 100 | Develops and operates commercial areas in our concessionaries. Is authorized to operate a bonded warehouse in the Monterrey airport. Holds 85% of the shares of the investment project to develop and operate a Hilton Garden Inn and commercial areas at the Monterrey airport. Grupo Hotelero Santa Fe owns the remaining 15%. Holds 51% of the shares of OMA-VYNMSA Aero Industrial Park, S.A. de C.V., an investment project to develop, operate and build an industrial park at the Monterrey airport. VYNMSA owns the remaining 49%. | |||
Servicios Aero Especializados del Centro Norte, S.A. de C.V. | Mexico | 100 | Former provider of administrative and other services; currently without operations. | |||
OMA-VYNMSA Aero Industrial Park, S.A. de C.V. | Mexico | 51 | Entity created to build and operate an industrial park at the Monterrey airport. | |||
Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V. | Mexico | 85 | Holds a 20-year lease agreement with the Monterrey airport to develop and operate a 134-room hotel at the Monterrey airport under the brand Hilton Garden Inn. | |||
Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V. | Mexico | 85 | Provider of administrative and other services. |
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PROPERTY, PLANT AND EQUIPMENT
Pursuant to the Mexican National Assets Law, all real estate and fixtures in our airports are owned by the Mexican government. Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 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 Ministry of Infrastructure, Communications and Transportation and our compliance with the terms of our current concessions. Upon expiration of our concessions, these assets automatically revert to the Mexican 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, including any improvements thereon, except for those caused by normal wear and tear.
We use the property constituting our airports pursuant to our concessions. For more information regarding our property, plant and equipment, see “Item 4. Business Overview—Our Airports.”
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. We also maintain general liability insurance but do not maintain business-interruption insurance. Among other insurance policies, we carry a U.S.$50.0 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S.$500.0 million policy covering personal and property damages to third parties. We also carry a U.S.$200.0 million insurance policy covering damage to our assets and infrastructure.
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 qualified in its entirety by reference to, our consolidated financial statements and the notes to those consolidated financial statements. It does not include all of the information included in our consolidated financial statements. You should read our consolidated financial statements to gain a better understanding of our business and our historical results of operations.
Our consolidated financial statements included in this annual report are prepared in accordance with IFRS, as issued by the IASB.
Overview
We hold concessions to operate, maintain and develop 13 airports in Mexico, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government. The substantial 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, approximately 61.8% of our total revenues in 2023 were earned from aeronautical services and approximately 77.3% of the sum of our aeronautical and non-aeronautical revenues in 2023 were earned from aeronautical services. Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume 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 Ministry of Infrastructure, Communications and Transportation and the specific prices that we negotiate with airlines for the provision of aeronautical services. The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services. In evaluating our aeronautical revenues, we focus principally on workload units, which measure volume, and aeronautical revenues per workload unit, which measures the contribution to aeronautical revenues from each workload unit.
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We also derive revenues from non-aeronautical activities, which principally relate to the commercial activities carried out at our airports, such as the operation of parking facilities, advertising and the leasing of space to restaurants and retailers. We also derive non-aeronautical revenues from diversification activities, such as hotel services, air cargo logistics services and real estate services; and complementary activities, which principally include the leasing of space to airlines and operating our baggage-screening system. Our revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Infrastructure, Communications and Transportation (though they may be subject to regulation by other authorities). Our commercial revenues are principally affected by the passenger volume at our airports, the mix of commercial activities carried out at our airports and our ability to increase the rates we charge to those service providers. We evaluate our non-aeronautical revenues by analyzing changes in diversification, commercial and complementary revenues.
Recent Developments
Mexican government action to amend tariff base regulation
The Company received a notification from the Mexican Federal Civil Aviation Agency informing the amendment of the terms of the tariff base regulation set forth in Annex 7 of the Company’s concession titles, which was further modified on October 19, 2023. The legal basis pursuant to which the Ministry of Infrastructure, Communications and Transportation justified the amendment were, among others, the recently amended Mexican Airport Law and its related regulatory decrees, as well as the Mexican Federal Civil Aviation Agency internal regulations and operation manuals entrusting this entity with broad discretionary powers over airport regulation. As of the date of this report, the Company has determined that the amendments made to Annex 7 will not materially adversely affect its results of operations. However, we cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.”
Operating Results
Certain U.S. dollar amounts have been translated from Mexican pesos for convenience purposes at an exchange rate of Ps.16.92 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2023.
Passenger and Cargo Volumes
In 2023, approximately 87.7% of the terminal passengers using our airports were domestic. Domestic traffic increased by 14.9% and international traffic increased by 21.2% as compared to 2022. In addition, of the international passengers traveling through our airports, a majority has historically traveled on flights originating in or departing to the United States. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by 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, 2022 and 2023, our 13 airports handled approximately 123,100, 134,448 and 131,802 metric tons of cargo, respectively. The decrease in 2023 was due to a 3.6% decrease in cargo transportation at the Monterrey airport and a 20.6% decrease in cargo transportation at the Ciudad Juárez airport. Increases in our cargo volume are beneficial to us for purposes of the maximum-rate calculations, as cargo increases the number of our workload units.
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The following table sets forth certain operating and financial data relating to our revenues and passenger and cargo volumes for the periods indicated:
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
Domestic terminal passengers(1) |
| 15,723.32 | 20,506.63 | 23,556.82 | |||
International terminal passengers(1) |
| 2,301.85 | 2,714.12 | 3,288.64 | |||
Total terminal passengers(1) |
| 18,025.16 | 23,220.75 | 26,845.45 | |||
Cargo units(1) |
| 1,231.00 | 1,344.48 | 1,318.02 | |||
Total workload units(1) |
| 19,256.16 | 24,565.22 | 28,163.47 | |||
Change in total terminal passengers(2) |
| 62.9 | % | 28.8 | % | 15.6 | % |
Change in workload units(2) |
| 60.5 | % | 27.6 | % | 14.6 | % |
Aeronautical revenues(3) |
| 5,277,728 | 7,055,543 | 8,931,657 | |||
Change in aeronautical revenues(2) |
| 79.4 | % | 33.7 | % | 26.6 | % |
Aeronautical revenues per workload unit |
| 274.1 | 287.2 | 317.1 | |||
Change in aeronautical revenues per workload unit(1)(2) |
| 11.7 | % | 4.8 | % | 10.4 | % |
Non-aeronautical revenues(3) |
| 1,653,379 | 2,229,802 | 2,627,423 | |||
Change in non-aeronautical revenues(2) |
| 41.2 | % | 34.9 | % | 17.8 | % |
Non-aeronautical revenues per terminal passenger(4) |
| 91.7 | 96.0 | 97.9 | |||
Change in non-aeronautical revenues per terminal passenger(2) |
| (13.4) | % | 4.7 | % | 1.9 | % |
Non-aeronautical revenues per terminal passenger, excluding hotel services(4)(5) |
| 79.4 | 82.0 | 83.7 | |||
Change in non-aeronautical revenues per terminal passenger, excluding hotel services(2)(5) |
| (14.6) | % | 3.3 | % | 2.1 | % |
(1) | In thousands. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. |
(2) | In each case, as compared to previous period. |
(3) | In thousands of pesos. |
(4) | In pesos. |
(5) | Figures presented for comparison purposes, as revenues from hotel services do not increase as a function of terminal passengers. |
In 2023, we served 26.8 million terminal passengers, of which 23.6 million were domestic and 3.3 million were international. The increase in passengers in 2023 was principally due to the increase of air travel at our airports following the economic growth in Mexico.
Classification of Revenues
We classify our revenues into three categories: revenues from aeronautical services, revenues from non-aeronautical services and revenues from construction services. Historically, a substantial majority of our total revenues have been derived from aeronautical services. For example, in 2023, 61.8% of our total revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services and construction services. Aeronautical services represented 77.3% of the sum of our aeronautical and non-aeronautical 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, the leasing of space in our airports to airlines (other than first class/VIP lounges and other similar activities not directly related to essential airport operations) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).
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Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from: (i) commercial activities, such as car parking (which may be subject to certain municipal regulations, but not to our maximum rates), rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as advertising, retail operators, food and beverage providers, car rental companies, time-share sales and promotions service providers, duty-free operators and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers; (ii) diversification activities, which include revenues earned by OMA Carga operations (air cargo and ground cargo logistics services), the operation of the Terminal 2 NH Collection Hotel of Mexico City International Airport, the Hilton Garden Inn hotel at the Monterrey airport and real estate services; and (iii) complementary activities, which principally include our checked baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations, as well as fees for access to federal zones.
We recognize revenues from construction services derived from the improvements made to airports that are included in our Master Development Programs. Construction service revenues related to the airport concession are determined based on negotiations between us and the Ministry of Infrastructure, Communication and Transportation (recognized according to the percentage-of-completion method), as we construct or improve the airports based on the Master Development Programs. In 2023, revenues from improvements to concessioned assets accounted for 20.0% of our total revenues.
For a detailed description of the components of our aeronautical and non-aeronautical revenue categories, see “Item 4. Information on the Company—Business Overview—Our Sources of Revenues.”
Fluctuations in the Peso
From December 31, 2020 to December 31, 2021, the peso depreciated by approximately 3.1%, from Ps.19.89 per U.S.$1.00 on December 31, 2020, to Ps.20.51 per U.S.$1.00 on December 31, 2021. From December 31, 2021 to December 31, 2022, the peso appreciated by approximately 5.0%, from Ps.20.51 per U.S.$1.00 on December 31, 2021, to Ps.19.50 per U.S.$1.00 on December 31, 2022. From December 31, 2022 to December 31, 2023, the peso apreciated by approximately 13.3%, from Ps.19.50 per U.S.$1.00 on December 31, 2022, to Ps.16.90 per U.S.$1.00 on December 31, 2023. In the first months of 2024, the peso depreciated, reaching Ps.17.21 per U.S.$1.00 on April 19, 2024.
International passengers and international flights pay tariffs denominated in U.S. dollars. However, these tariffs are generally collected in Mexican pesos 30 to 60 days following the date of each flight, and our maximum rates are set in Mexican pesos. Therefore, a significant depreciation of the Mexican peso as compared to the dollar during this 30 to 60-day period could result in us exceeding our maximum rates, which would be a violation of our concession. We attempt to set our U.S. dollar-denominated tariffs as to avoid exceeding our maximum rates, and so far, fluctuations in the peso have not caused us to exceed our maximum rates or required us to issue rebates to avoid exceeding our maximum rates.
In addition, we have financial liabilities denominated in U.S. dollars, and a significant depreciation in the Mexican peso could result in higher debt balances when converted to Mexican pesos, thus resulting in foreign exchange losses. We may also, from time to time, maintain cash balances denominated in U.S. dollars, in which cases a depreciation of the Mexican peso against the U.S. dollar could result in a foreign exchange gain. As of December 31, 2023, Ps.195,822 thousand of our cash balance was denominated in U.S. dollars.
As of December 31, 2023, international passenger charges amounted to Ps.1,686,799 thousand, and as of December 31, 2023, we had U.S.$3.8 million of liabilities denominated in U.S. dollars.
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Aeronautical Revenues
The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit (a workload unit is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services. See “Item 4. Regulatory Framework—Revenue Regulation” for a description of our maximum rates and the rate setting procedures for future periods. The maximum rates for our airports have been determined for each year through December 31, 2025.
The following table sets forth our revenues from aeronautical services for the periods indicated:
For the Year Ended December 31, |
| ||||||||||||
2021 | 2022 | 2023 |
| ||||||||||
| Amount |
| % | Amount |
| % | Amount |
| % | ||||
(in thousands of pesos, except percentages) |
| ||||||||||||
Aeronautical revenues: |
|
|
|
|
|
|
|
|
|
|
|
| |
Domestic passenger charges |
| 3,422,714 | 64.9 | % | 4,791,166 | 67.9 | % | 6,150,256 | 68.9 | % | |||
International passenger charges |
| 1,169,292 | 22.2 | % | 1,375,479 | 19.5 | % | 1,686,799 | 18.9 | % | |||
Landing charges |
| 206,114 |
| 3.9 | % | 269,796 |
| 3.8 | % | 329,770 |
| 3.7 | % |
Platform for embarking and disembarking |
| 134,436 |
| 2.5 | % | 185,785 |
| 2.6 | % | 238,054 |
| 2.7 | % |
Aircraft parking charges on extended stay or overnight |
| 36,539 |
| 0.7 | % | 42,922 |
| 0.6 | % | 59,556 |
| 0.7 | % |
Domestic and international passenger and carry-on baggage check |
| 52,998 |
| 1.0 | % | 63,682 |
| 0.9 | % | 81,490 |
| 0.9 | % |
Aerocars and jetways | 22,395 | 0.4 | % | 28,168 | 0.4 | % | 32,664 | 0.4 | % | ||||
Other airport services, leases and regulated access(1) |
| 233,240 |
| 4.4 | % | 298,545 |
| 4.2 | % | 353,068 |
| 4.0 | % |
Total aeronautical revenues |
| 5,277,728 |
| 100 | % | 7,055,543 |
| 100 | % | 8,931,657 |
| 100 | % |
(1) | Includes regulated access fees, leasing of space to airlines for their operations and leasing of space in the airside to cargo handling agents and shippers. |
Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and the leasing of space to airlines, every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)), as long as the total aeronautical revenues per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year. See “Item 4. Information on the Company—Regulatory Framework—Price Regulation” for a description of our maximum rates and the rate-setting procedures for future periods. We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers. Historically, our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers. In 2023, passenger charges represented 87.8% of our aeronautical services revenues. In 2023, aeronautical services represented 61.8% of our total revenues and 77.3% of the sum of our aeronautical and non-aeronautical revenues.
Aeronautical revenue per workload unit is an indicator that is calculated by dividing total aeronautical revenues by the workload units for a given period. This indicator is affected annually, except for years in which the new maximum tariffs are set, by: (i) adjustment in the maximum rates for the efficiency factor and the Mexican Producer Price Index (excluding fuel); (ii) increases and decreases in the relative number of workload units at each airport; and (iii) changes in total workload units per airport.
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We, from time to time, seek to offer incentives, including discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports. The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier meeting the conditions specified for those incentives. The main objective is to promote passenger growth in all of our airports. We may continue to offer further incentives in the future.
Such initiatives undertaken in the future may not be carried out, and may not increase our passenger traffic volume or our revenues.
In 2023, our aeronautical revenues represented approximately 97.5% of the amount we were entitled to earn under the maximum rates applicable to all of our airports. To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenues, this percentage could decrease. We may not be able to collect substantially all of the revenues we are entitled to earn from services subject to price regulation in the future.
Non-Aeronautical Revenues
Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. Non-aeronautical revenues per terminal passenger are calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. The contribution to our total revenues from non-aeronautical services was 18.2% in 2023. Our non-aeronautical revenues per terminal passenger increased from Ps.96.0 in 2022 to Ps.97.9 in 2023, due primarily to an increase in our revenues from commercial and diversification activities. Our non-aeronautical revenues in 2023 represented 22.7% of the sum of our aeronautical and non-aeronautical revenues, and our revenues from commercial activities per terminal passenger increased from Ps.47.9 in 2022 to Ps.51.1 in 2023, due primarily to an increase in revenues from parking charges, food and beverage providers, as well as an increase in revenues from car rental operators.
Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (for example car parking and rental, and food and beverage providers) while others are not (for example leasing of space, on which we earn at least a minimum fixed rent indexed to inflation each year, which may be increased by royalty-based payments as discussed below, or diversification revenues). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.
A substantial amount of our contracts with third-party tenants are royalty-based arrangements. Under a royalty-based contract, the amount tenants must pay is based on tenants’ revenues, subject to minimum guaranteed fixed amounts for the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Conversely, when the royalty-based amount is higher than the minimum guaranteed amount, the tenant will pay the former. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues only if, (i) prior to such decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount and (ii) the decrease in traffic volumes is such that it would cause the royalty-based amount to be lower than the minimum guaranteed amount for a given tenant. As a result, during periods in which airports experience a reduction in passenger traffic volumes, non-aeronautical revenues may remain stable due to the minimum guaranteed amount received by the airport under the lease contract, thereby resulting in a potential increase in non-aeronautical revenues per workload unit.
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The following table sets forth our revenues from non-aeronautical activities for the periods indicated:
For the Year Ended December 31, |
| ||||||||||||
2021 | 2022 | 2023 |
| ||||||||||
| Amount |
| % | Amount |
| % | Amount |
| % | ||||
(in thousands of pesos, except percentages) |
| ||||||||||||
Non-aeronautical revenues: | |||||||||||||
Commercial activities: | |||||||||||||
Car parking charges |
| 217,728 |
| 13.2 | % | 340,095 |
| 15.3 | % | 418,525 |
| 15.9 | % |
Advertising |
| 70,338 |
| 4.3 | % | 73,579 |
| 3.3 | % | 82,512 |
| 3.1 | % |
Retail operations(1) |
| 86,128 |
| 5.2 | % | 124,726 |
| 5.6 | % | 151,477 |
| 5.8 | % |
Food and beverage |
| 120,148 |
| 7.3 | % | 176,844 |
| 7.9 | % | 245,311 |
| 9.3 | % |
Car rental operators |
| 142,651 |
| 8.6 | % | 205,019 |
| 9.2 | % | 245,225 |
| 9.3 | % |
Time share developers |
| 13,557 |
| 0.8 | % | 16,960 |
| 0.8 | % | 17,899 |
| 0.7 | % |
Financial services |
| 8,355 |
| 0.5 | % | 13,013 |
| 0.6 | % | 13,705 |
| 0.5 | % |
Communication and services |
| 18,137 |
| 1.1 | % | 16,350 |
| 0.7 | % | 17,788 |
| 0.7 | % |
Services to passenger |
| 3,561 |
| 0.2 | % | 5,232 |
| 0.2 | % | 4,893 |
| 0.2 | % |
VIP lounges |
| 49,381 |
| 3.0 | % | 80,933 |
| 3.6 | % | 103,355 |
| 3.9 | % |
Other commercial revenues(3) |
| 49,593 |
| 3.0 | % | 59,152 |
| 2.7 | % | 70,799 |
| 2.7 | % |
Total commercial activities |
| 779,577 |
| 47.2 | % | 1,111,903 |
| 49.9 | % | 1,371,489 |
| 52.2 | % |
Diversification activities: | |||||||||||||
Hotel services |
| 221,728 |
| 13.4 | % | 325,495 |
| 14.6 | % | 379,303 |
| 14.4 | % |
OMA Carga |
| 257,210 |
| 15.6 | % | 329,793 |
| 14.8 | % | 346,441 |
| 13.2 | % |
Real estate services |
| 19,721 |
| 1.2 | % | 26,364 |
| 1.2 | % | 35,457 |
| 1.3 | % |
Industrial services |
| 63,737 |
| 3.9 | % | 73,760 |
| 3.3 | % | 80,967 |
| 3.1 | % |
Other diversification revenues(3) |
| 6,889 |
| 0.4 | % | 10,858 |
| 0.5 | % | 15,374 |
| 0.6 | % |
Total diversification activities |
| 569,285 |
| 34.4 | % | 766,270 |
| 34.4 | % | 857,542 |
| 32.6 | % |
Complementary Activities: | |||||||||||||
Leasing of space(2) |
| 122,639 |
| 7.4 | % | 118,851 |
| 5.3 | % | 110,314 |
| 4.2 | % |
Access rights |
| 21,316 |
| 1.3 | % | 24,892 |
| 1.1 | % | 29,936 |
| 1.1 | % |
Documented baggage inspection |
| 150,238 |
| 9.1 | % | 198,336 |
| 8.9 | % | 246,930 |
| 9.4 | % |
Other complementary revenues(4) |
| 10,324 |
| 0.6 | % | 9,550 |
| 0.4 | % | 11,212 |
| 0.4 | % |
Total complementary activities |
| 304,517 |
| 18.4 | % | 351,629 |
| 15.8 | % | 398,392 |
| 15.2 | % |
Total revenues from non-aeronautical services |
| 1,653,379 |
| 100.0 | % | 2,229,802 |
| 100.0 | % | 2,627,423 |
| 100.0 | % |
(1) | Includes revenues from duty-free operations. |
(2) | Includes the leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities). |
(3) | Other revenues consist mainly of recovery of costs for utility, marketing, security and maintenance charges that are transferred to airlines and other tenants in our airports. |
(4) | Other complementary revenues consist of the recovery of costs for utility, marketing, security and maintenance charges that are transferred to airlines and other tenants in our airports, among others. |
The majority of our non-aeronautical revenues are derived from commercial activities, which represented 52.2% of our non-aeronautical revenues in 2023. Commercial activities include car parking charges (which may be subject to government regulation, but not to our maximum rates), VIP Lounges (including our OMA Premium Lounges which we started operating directly in December 2021) rental and royalty payments from third parties operating retail stores and providing commercial services at our airports, such as advertising, food and beverage providers, car rentals, time-share sales and promotions services, duty-free stores and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers.
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On an individual basis, during 2023, our most important source of non-aeronautical revenues was OMA Carga which provides air and ground cargo logistics services, and represented 13.2% of our non-aeronautical revenues in 2023 and is part of our diversification activities. In addition to OMA Carga, diversification activities include hotel services (both Terminal 2 NH Collection Hotel at the Mexico City International Airport and the Hilton Garden Inn Hotel at the Monterrey airport) and industrial services operation of the OMA-VYNMSA Aero Industrial Park.
Complementary activities represented 15.2% of our non-aeronautical revenues in 2023. These activities primarily include baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations; as well as fees for access to federal zones.
Operating Costs
Our operating costs have been, and we believe that they will continue to be, funded entirely from our results of operations. The following table sets forth our operating costs and certain other related information for the periods indicated:
For the Year Ended December 31, |
| ||||||||||||
2021 | 2022 | 2023 |
| ||||||||||
| Amount | % Change |
| Amount |
| % Change |
| Amount |
| % Change |
| ||
(in thousands of pesos, except percentages) |
| ||||||||||||
Operating Costs: |
|
|
|
|
|
|
|
|
| ||||
Cost of services: |
|
|
|
|
|
|
|
|
| ||||
Wages and salaries |
| 229,358 |
| 0.2 | % | 281,460 |
| 22.7 | % | 318,660 |
| 13.2 | % |
Maintenance |
| 142,069 |
| 14.1 | % | 145,931 |
| 2.7 | % | 183,628 |
| 25.8 | % |
Security and insurance |
| 128,299 |
| (4.8) | % | 142,147 |
| 10.8 | % | 146,018 |
| 2.7 | % |
Utilities (electricity, cleaning and water) |
| 144,727 |
| 17.7 | % | 166,280 |
| 14.9 | % | 192,065 |
| 15.5 | % |
Building lease |
| 2,015 |
| (20.8) | % | 8,609 |
| 327.2 | % | — |
| (100.0) | % |
Allowance for doubtful accounts |
| 646 |
| (96.4) | % | 4,711 |
| 629 | % | 5,767 |
| 22 | % |
Cost of hotel service |
| 44,282 |
| 44.5 | % | 70,319 |
| 58.8 | % | 93,098 |
| 32.4 | % |
Equipment lease, fees and other |
| 90,711 |
| (12.6) | % | 104,181 |
| 14.8 | % | 119,720 |
| 14.9 | % |
Total cost of services |
| 782,107 |
| 2.1 | % | 923,638 |
| 18.1 | % | 1,058,956 |
| 14.7 | % |
Major maintenance provision |
| 512,653 |
| 30.6 | % | 472,077 |
| (7.9) | % | 348,397 |
| (26.2) | % |
Cost of construction |
| 1,788,903 |
| 42.7 | % | 2,649,423 |
| 48.1 | % | 2,898,000 |
| 9.4 | % |
Administrative expenses |
| 586,542 |
| 13.2 | % | 667,600 |
| 13.8 | % | 661,447 |
| (0.9) | % |
Right to use airport facilities |
| 319,906 |
| 60.6 | % | 428,717 |
| 34.0 | % | 544,657 |
| 27.0 | % |
Technical assistance fees |
| 133,558 |
| 64.6 | % | 177,667 |
| 33.0 | % | 237,896 |
| 33.9 | % |
Depreciation and amortization(1) |
| 487,230 |
| 11.9 | % | 551,200 |
| 13.1 | % | 641,343 |
| 16.4 | % |
Other income, net |
| (1,278) |
| 890.7 | % | (40) |
| (96.9) | % | (525) |
| 1,212.5 | % |
Total operating costs |
| 4,609,621 |
| 26.4 | % | 5,870,282 |
| 27.3 | % | 6,390,171 |
| 8.9 | % |
(1) | Depreciation reflects depreciation of fixed assets, and amortization reflects amortization of our concessions and rights to use airport facilities. |
Cost of Services
Our cost of services consists primarily of employee, maintenance, safety, security and insurance costs, utilities (a portion of which we recover from our tenants) and other miscellaneous expenses.
103
Major maintenance provision
We are required to perform major maintenance activities to our airports as established by our concession provided by the Mexican government. The estimated major maintenance costs are based on our Master Development Programs, which are reviewed and updated every five years. The contractual obligations to maintain and restore the infrastructure of our airports is recognized as a provision in our consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates. Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions. In periods following the initial recognition and measurement of the major maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and charged or credited as an operating item within our consolidated statements of income and other comprehensive income.
Every quarter, the major maintenance provision is revised to update the amount that has been provided for in order to keep the provision as accurate as possible. The provision could increase or decrease, as a result of certain events, such as, on the one hand, a contingency in an airport that requires immediate major maintenance or other maintenance that has been delayed or, on the other hand, an asset that does not need maintenance, in which case resources can be better used for other activities.
Construction Costs
We invest in additions and upgrades to our concession assets in accordance with our Master Development Programs. As our construction costs are equal to our revenues from construction services, they do not have a cash impact on our results of operations.
Administrative Expenses
Our administrative expenses consist primarily of personnel expenses, fees and expenses paid to consultants and other providers of professional services and other administrative overhead expenses.
Concession Tax
Beginning November 1, 1998, we became subject to Article 232-A of the Mexican Federal Duties Law, which requires that the holders of concessions pay a tax for the use of state-owned assets. Since 2024, this tax is currently equal to 9% of the gross annual revenues of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. The concession tax may be revised at any time by the Mexican government, and this tax may increase in the future. If the Mexican government increases the concession tax, we are entitled to recover any surplus payments made to the government in connection with revenues received from regulated services, as set forth in the tariff base regulation.
104
Technical Assistance Fee
Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in exchange for a fee. For more information about this agreement, see “Item 7. Major Shareholders and Related-Party Transactions—Related Party Transactions.” The technical assistance fee for each of 2001 and 2002 was fixed at U.S.$5.0 million (adjusted annually for U.S. inflation). For the remainder of the original contract term, the fee was equal to the greater of U.S.$3.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our EBITDA. Pursuant to the second amendment to the Technical Assistance Agreement signed on May 13, 2015, as of June 14, 2015, the fee was reduced to the greater of U.S.$3,478,000 (updated annually according to the U.S. consumer price index) and 4% of our EBITDA for the first three years of the extension and 3% of our EBITDA for the last two years of the extension. Pursuant to the third amendment of the Technical Assistance Agreement, dated as of December 14, 2020, the term of such agreement was extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall be in force as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified.
Depreciation and Amortization
Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions. In 2023, our depreciation and amortization expenses increased by 16.4%, as compared to 2022, primarily due to an increase in the investment to improve our concessioned assets during 2023.
The value of our concessions was determined in June 2000, when SETA won the bid to acquire Series BB shares currently representing 12.9% of our outstanding capital stock, based on the value assigned by the independent company INGENIAL. In addition, we depreciate the value of certain fixed assets that we acquire or build at our airports pursuant to the investment requirements under our Master Development Programs. For further information regarding depreciation and amortization expenses, refer to Notes 9 and 10 to our audited consolidated financial statements.
Solidarity Fees
We and our subsidiaries have entered into intercompany agreements under which we provide services in exchange for payments from our subsidiaries. The payments under these agreements affect the revenues, operating costs and income at our individual subsidiaries but not our consolidated results. Under the intercompany agreements, our parent company Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., or GACN, provides certain administrative services to guarantee that our airport subsidiaries operate in compliance with the required standards under their respective concession titles. Pursuant to Article 10.3 of the concession titles of each of our subsidiaries, we and each airport concessionaire are joint and severally liable with respect to the obligations of each other airport concessionaire before the Ministry of Infrastructure, Communications and Transportation. In exchange for these services, our airport operating subsidiaries make payments to GACN. As a result of the foregoing, each of our airports has entered into an Operating Services Agreement with our parent company or GACN, pursuant to which each of our airport operating subsidiaries pays a solidarity fee to GACN in exchange for which GACN provides services to guarantee the ongoing viability of that subsidiary’s concession and make sure that they have the resources to comply with their respective Master Development Programs and other regulatory obligations. As described under “Item 4. Information on the Company—Regulatory Framework—General Obligations of Concession Holders,” in the event of a breach of one concession, the Ministry of Infrastructure, Communications and Transportation is entitled to revoke all of the concessions held by our airport operating subsidiaries. Therefore, our airport operating subsidiaries that generate higher revenues pay higher solidarity fees to our parent company to ensure the continued viability of the concessions held by our airport operating subsidiaries that generate lower revenues. Amounts paid pursuant to the Operating Services Agreement are determined in accordance with Mexican transfer pricing regulations established under the Mexican Income Tax Law and are in line with a transfer pricing study that we commission annually from an independent third party. Other services provided pursuant to our Operating Services Agreements include, among others, negotiating regulated tariffs and interfacing with regulators, leasing the commercial spaces and real estate, trademark license royalties, and marketing services. The costs of these services and guarantees, including the solidarity fees, are actual costs that are charged to individual airports.
105
During 2021, we made certain amendments to our Operating Services Agreements to ensure compliance with the labor reform implemented in 2021 by the Mexican Government that would allow us to contract specialized services within companies of the same economic group.
Expenditures pursuant to master development programs and other capital expenditures
In 2023, expenditures pursuant to master development programs and other capital expenditures were Ps.3,643,876 thousand. We funded our expenditures through cash flows from operations, and we believe that we will continue to fund them through cash flow from operations, as well as new debt, in the future. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Employee Statutory Profit Sharing
We are subject to the mandatory statutory employee profit sharing regime (participación de los trabajadores en las utilidades de las empresas, or “PTU”) established by the Mexican Federal Labor Law. Under this regime, 10% of a company’s unconsolidated annual profits, as calculated for tax purposes, and subject to certain limits, must be distributed among employees other than the chief executive officer. Pursuant to the labor reform implemented in 2021 by the Mexican Government, the statutory profit sharing payment for an employee is capped to three months of base salary, subject to certain limits.
Taxation
The recognition of a deferred tax benefit of Ps.127,938 thousand for the year ended December 31, 2023, while the current tax expense amounted to Ps.2,167,380 thousand. In 2023, we had an effective tax rate of 25.3%, which reflects the permanent differences related primarily to inflationary effects for tax purposes.
The statutory Mexican corporate income tax rate in 2023, 2022 and 2021 was 30.0%.
A withholding tax at a rate of 10% on the gross amount of dividends distributed to non-Mexican holders with respect to our Series B shares and our ADSs was enacted as part of the 2013 tax reforms. For a further discussion of the withholding tax, see “Item 10. Additional Information—Taxation—Taxation of Dividends.”
106
Operating Results by Segment
The following table sets forth our results of operations for the periods indicated for each of our airports, our hotel services and our industrial services.
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
(in thousands of pesos, except percentages) |
| ||||||
Metropolitan Destination |
|
|
|
|
|
| |
Monterrey: |
|
|
|
|
|
| |
Revenues: |
|
|
|
|
|
| |
Aeronautical services |
| 2,371,178 | 3,142,454 | 4,254,275 | |||
Non-aeronautical services |
| 551,744 | 699,778 | 833,676 | |||
Construction services |
| 908,960 | 1,414,207 | 1,125,682 | |||
Total revenues |
| 3,831,882 | 5,256,439 | 6,213,633 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 391,081 | 500,689 | 612,217 | |||
Major maintenance provision |
| 81,610 | 83,152 | 47,907 | |||
Construction costs |
| 908,960 | 1,414,207 | 1,125,682 | |||
Depreciation and amortization |
| 142,152 | 168,595 | 225,581 | |||
Solidarity fee |
| 1,803,003 | 1,752,031 | 2,698,313 | |||
Total operating costs |
| 3,326,806 | 3,918,674 | 4,709,700 | |||
Income from operations |
| 505,076 | 1,337,765 | 1,503,933 | |||
Operating margin(1) |
| 13.2 | % | 25.5 | % | 24.2 | % |
107
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
(in thousands of pesos, except percentages) |
| ||||||
Tourist Destinations |
|
|
|
|
| ||
Acapulco: |
|
|
|
|
| ||
Revenues: |
|
|
|
|
| ||
Aeronautical services |
| 196,631 | 275,301 | 326,157 | |||
Non-aeronautical services |
| 33,250 | 38,444 | 38,184 | |||
Construction services |
| 44,088 | 76,474 | 64,558 | |||
Total revenues |
| 273,969 | 390,219 | 428,899 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 72,553 | 87,805 | 94,927 | |||
Major maintenance provision |
| 15,960 | 20,141 | 20,406 | |||
Construction costs |
| 44,088 | 76,474 | 64,558 | |||
Depreciation and amortization |
| 45,693 | 46,760 | 48,495 | |||
Solidarity fee |
| 54,191 | 52,424 | 92,751 | |||
Total operating costs |
| 232,485 | 283,604 | 321,137 | |||
Income from operations |
| 41,484 | 106,615 | 107,762 | |||
Operating margin(1) |
| 15.1 | % | 27.3 | % | 25.1 | % |
Mazatlán: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Aeronautical services |
| 317,004 | 472,741 | 596,145 | |||
Non-aeronautical services |
| 46,368 | 57,766 | 66,801 | |||
Construction services |
| 45,625 | 142,255 | 114,235 | |||
Total revenues |
| 408,997 | 672,762 | 777,181 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 79,076 | 90,078 | 98,284 | |||
Major maintenance provision |
| 21,456 | 38,302 | 28,403 | |||
Construction costs |
| 45,625 | 142,255 | 114,235 | |||
Depreciation and amortization |
| 19,254 | 20,999 | 22,941 | |||
Solidarity fee |
| 186,537 | 198,585 | 317,235 | |||
Total operating costs |
| 351,948 | 490,219 | 581,098 | |||
Income from operations |
| 57,049 | 182,543 | 196,083 | |||
Operating margin(1) |
| 13.9 | % | 27.1 | % | 25.2 | % |
Zihuatanejo: |
|
|
|
| |||
Revenues: |
| ||||||
Aeronautical services |
| 137,018 | 219,411 | 253,766 | |||
Non-aeronautical services |
| 22,127 | 25,255 | 27,868 | |||
Construction services |
| 129,957 | 98,199 | 78,863 | |||
Total revenues |
| 289,102 | 342,865 | 360,497 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 48,706 | 55,585 | 62,259 | |||
Major maintenance provision |
| 28,325 | 23,033 | 17,180 | |||
Construction costs |
| 129,957 | 98,199 | 78,863 | |||
Depreciation and amortization |
| 20,058 | 21,487 | 22,150 | |||
Solidarity fee |
| 35,392 | 59,077 | 96,652 | |||
Total operating costs |
| 262,438 | 257,381 | 277,104 | |||
Income from operations |
| 26,664 | 85,484 | 83,393 | |||
Operating margin(1) |
| 9.2 | % | 24.9 | % | 23.1 | % |
108
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
(in thousands of pesos, except percentages) |
| ||||||
Regional Destinations |
|
|
|
|
| ||
Chihuahua: |
|
|
|
|
| ||
Revenues: |
|
|
|
|
| ||
Aeronautical services |
| 419,027 | 546,445 | 651,442 | |||
Non-aeronautical services |
| 48,531 | 56,994 | 66,514 | |||
Construction services |
| 63,456 | 108,683 | 153,019 | |||
Total revenues |
| 531,014 | 712,122 | 870,975 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 75,507 | 89,866 | 106,934 | |||
Major maintenance provision |
| 101,967 | 35,517 | 46,118 | |||
Construction costs |
| 63,456 | 108,683 | 153,019 | |||
Depreciation and amortization |
| 26,384 | 26,643 | 30,434 | |||
Solidarity fee |
| 184,429 | 240,789 | 322,117 | |||
Total operating costs |
| 451,743 | 501,498 | 658,622 | |||
Income from operations |
| 79,271 | 210,624 | 212,353 | |||
Operating margin(1) |
| 14.9 | % | 29.6 | % | 24.4 | % |
Culiacán: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Aeronautical services |
| 573,506 | 754,160 | 877,897 | |||
Non-aeronautical services |
| 57,560 | 67,591 | 74,315 | |||
Construction services |
| 91,262 | 127,960 | 431,568 | |||
Total revenues |
| 722,328 | 949,711 | 1,383,780 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 89,764 | 103,844 | 127,307 | |||
Major maintenance provision |
| 24,023 | 33,667 | 22,103 | |||
Construction costs |
| 91,262 | 127,960 | 431,568 | |||
Depreciation and amortization |
| 22,442 | 24,174 | 26,344 | |||
Solidarity fee |
| 385,657 | 375,253 | 494,760 | |||
Total operating costs |
| 613,148 | 664,898 | 1,102,082 | |||
Income from operations |
| 109,180 | 284,813 | 281,698 | |||
Operating margin(1) |
| 15.1 | % | 30.0 | % | 20.4 | % |
Durango: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Aeronautical services |
| 155,408 | 178,142 | 194,373 | |||
Non-aeronautical services |
| 14,536 | 13,485 | 13,853 | |||
Construction services |
| 35,600 | 91,796 | 132,316 | |||
Total revenues |
| 205,544 | 283,423 | 340,542 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 40,521 | 43,653 | 51,403 | |||
Major maintenance provision |
| 28,509 | 38,244 | 9,122 | |||
Construction costs |
| 35,600 | 91,796 | 132,316 | |||
Depreciation and amortization |
| 10,082 | 10,182 | 12,048 | |||
Solidarity fee |
| 59,662 | 35,319 | 74,066 | |||
Total operating costs |
| 174,374 | 219,194 | 278,955 | |||
Income from operations |
| 31,170 | 64,229 | 61,587 | |||
Operating margin(1) |
| 15.2 | % | 22.7 | % | 18.1 | % |
109
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
(in thousands of pesos, except percentages) |
| ||||||
San Luis Potosí: | |||||||
Revenues: | |||||||
Aeronautical services |
| 192,712 |
| 246,795 |
| 296,570 | |
Non-aeronautical services |
| 38,345 |
| 41,349 |
| 39,762 | |
Construction services |
| 67,399 |
| 55,608 |
| 116,144 | |
Total revenues |
| 298,456 |
| 343,752 |
| 452,476 | |
Operating costs: | |||||||
Costs and administrative expenses |
| 50,903 |
| 53,549 |
| 61,223 | |
Major maintenance provision |
| 47,441 |
| 47,992 |
| 20,866 | |
Construction costs |
| 67,399 |
| 55,608 |
| 116,144 | |
Depreciation and amortization |
| 24,150 |
| 26,006 |
| 28,799 | |
Solidarity fee |
| 73,275 |
| 60,727 |
| 125,965 | |
Total operating costs |
| 263,168 |
| 243,882 |
| 352,997 | |
Income from operations |
| 35,288 |
| 99,870 |
| 99,479 | |
Operating margin(1) |
| 11.8 | % | 29.1 | % | 22.0 | % |
Tampico: | |||||||
Revenues: | |||||||
Aeronautical services |
| 133,178 |
| 177,992 |
| 206,586 | |
Non-aeronautical services |
| 20,054 |
| 20,297 |
| 25,573 | |
Construction services |
| 130,162 |
| 78,079 |
| 81,292 | |
Total revenues |
| 283,394 |
| 276,368 |
| 313,451 | |
Operating costs: | |||||||
Costs and administrative expenses |
| 53,404 |
| 61,222 |
| 71,038 | |
Major maintenance provision |
| 27,779 |
| 24,463 |
| 27,679 | |
Construction costs |
| 130,162 |
| 78,079 |
| 81,295 | |
Depreciation and amortization |
| 12,083 |
| 17,619 |
| 20,084 | |
Solidarity fee |
| 38,191 |
| 25,774 |
| 44,688 | |
Total operating costs |
| 261,619 |
| 207,157 |
| 244,784 | |
Income from operations |
| 21,775 |
| 69,211 |
| 68,667 | |
Operating margin(1) |
| 7.7 | % | 25.0 | % | 21.9 | % |
Torreón: | |||||||
Revenues: | |||||||
Aeronautical services |
| 175,268 |
| 231,357 |
| 288,548 | |
Non-aeronautical services |
| 24,450 |
| 25,193 |
| 27,073 | |
Construction services |
| 28,802 |
| 55,155 |
| 71,347 | |
Total revenues |
| 228,520 |
| 311,705 |
| 386,968 | |
Operating costs: | |||||||
Costs and administrative expenses |
| 40,934 |
| 51,652 |
| 62,317 | |
Major maintenance provision |
| 58,531 |
| 50,527 |
| 30,912 | |
Construction costs |
| 28,802 |
| 55,155 |
| 71,347 | |
Depreciation and amortization |
| 10,811 |
| 11,334 |
| 12,125 | |
Solidarity fee |
| 56,525 |
| 53,556 |
| 116,952 | |
Total operating costs |
| 195,603 |
| 222,224 |
| 293,653 | |
Income from operations |
| 32,917 |
| 89,481 |
| 93,315 | |
Operating margin(1) |
| 14.4 | % | 28.7 | % | 24.1 | % |
Zacatecas: | |||||||
Revenues: | |||||||
Aeronautical services |
| 132,427 |
| 164,052 |
| 175,109 | |
Non-aeronautical services |
| 14,996 |
| 13,616 |
| 13,353 | |
Construction services |
| 18,318 |
| 65,542 |
| 44,982 | |
Total revenues |
| 165,741 |
| 243,210 |
| 233,444 | |
Operating costs: | |||||||
Costs and administrative expenses |
| 42,259 |
| 47,795 |
| 50,576 | |
Major maintenance provision |
| 14,371 |
| 10,537 |
| 18,332 | |
Construction costs |
| 18,318 |
| 65,542 |
| 44,982 | |
Depreciation and amortization |
| 8,419 |
| 9,405 |
| 10,310 | |
Solidarity fee |
| 61,236 |
| 47,790 |
| 53,563 | |
Total operating costs |
| 144,603 |
| 181,069 |
| 177,763 | |
Income from operations |
| 21,138 |
| 62,141 |
| 55,681 | |
Operating margin(1) |
| 12.8 | % | 25.6 | % | 23.9 | % |
110
For the Year Ended December 31, |
| ||||||
| 2021 |
| 2022 |
| 2023 |
| |
(in thousands of pesos, except percentages) |
| ||||||
Border Destinations |
|
|
|
|
|
| |
Ciudad Juárez: |
|
|
|
|
|
| |
Revenues: |
|
|
|
|
|
| |
Aeronautical services |
| 403,208 | 568,204 | 719,269 | |||
Non-aeronautical services |
| 36,148 | 39,276 | 53,050 | |||
Construction services |
| 165,532 | 258,922 | 459,571 | |||
Total revenues |
| 604,888 | 866,402 | 1,231,890 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 58,913 | 94,156 | 106,572 | |||
Major maintenance provision |
| 45,800 | 48,727 | 31,627 | |||
Construction costs |
| 165,532 | 258,922 | 459,571 | |||
Depreciation and amortization |
| 15,201 | 18,108 | 19,808 | |||
Solidarity fee |
| 245,331 | 234,148 | 385,878 | |||
Total operating costs |
| 530,777 | 654,061 | 1,003,456 | |||
Income from operations |
| 74,111 | 212,341 | 228,434 | |||
Operating margin(1) |
| 12.3 | % | 24.5 | % | 18.5 | % |
Reynosa: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Aeronautical services |
| 119,950 | 149,878 | 175,723 | |||
Non-aeronautical services |
| 12,133 | 10,796 | 13,111 | |||
Construction services |
| 74,664 | 77,372 | 24,423 | |||
Total revenues |
| 206,747 | 238,046 | 213,257 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 39,154 | 47,336 | 52,849 | |||
Major maintenance provision |
| 16,883 | 17,773 | 27,743 | |||
Construction costs |
| 74,664 | 77,372 | 24,423 | |||
Depreciation and amortization |
| 20,472 | 24,422 | 26,486 | |||
Solidarity fee |
| 31,355 | 15,477 | 25,904 | |||
Total operating costs |
| 182,528 | 182,380 | 157,405 | |||
Income from operations |
| 24,219 | 55,666 | 55,852 | |||
Operating margin(1) |
| 11.7 | % | 23.4 | % | 26.2 | % |
(1) | We determine operating margin per airport by dividing income from operations at each airport by total revenues for that airport. |
111
For the Year Ended December 31, |
| ||||||
2021 |
| 2022 |
| 2023 |
| ||
(in thousands of pesos, except percentages) |
| ||||||
Hotels |
|
|
|
|
| ||
Terminal 2 NH Collection Hotel: |
|
|
|
|
| ||
Revenues: |
|
|
|
|
| ||
Non-aeronautical services |
| 171,005 | 238,845 | 277,536 | |||
Equity method (1) | 2,175 | 341 | 77 | ||||
Total revenues |
| 173,180 | 239,186 | 277,613 | |||
Operating costs: |
|
|
|
| |||
Costs and administrative expenses |
| 95,418 | 126,654 | 148,960 | |||
Depreciation and amortization |
| 42,054 | 45,647 | 51,532 | |||
Total operating costs |
| 137,472 | 172,301 | 200,492 | |||
(Loss) income from operations |
| 35,708 | 66,885 | 77,121 | |||
Operating margin |
| 20.6 | % | 28.0 | % | 27.8 | % |
Hilton Garden Inn Hotel: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Non-aeronautical services |
| 52,483 | 94,067 | 115,248 | |||
Equity method (1) | 417 | 87 | (21) | ||||
Total revenues | 52,900 | 94,154 | 115,227 | ||||
Operating costs: |
|
|
| ||||
Costs and administrative expenses | 35,574 | 57,743 | 68,619 | ||||
Depreciation and amortization | 11,537 | 11,758 | 11,799 | ||||
Total operating costs | 47,111 | 69,501 | 80,418 | ||||
(Loss) income from operations | 5,789 | 24,653 | 34,809 | ||||
Operating margin | 10.9 | % | 26.2 | % | 30.2 | % | |
(1) | Equity method revenue is eliminated in full on consolidation. |
For the Year Ended December 31, |
| ||||||
2021 | 2022 |
| 2023 |
| |||
(in thousands of pesos, except percentages) |
| ||||||
Industrial Park |
|
|
|
| |||
OMA-Vynmsa Aero Industrial Park: |
|
|
|
| |||
Revenues: |
|
|
|
| |||
Non-aeronautical services | 68,294 | 81,863 | 91,996 | ||||
Total revenues | 68,294 | 81,863 | 91,996 | ||||
Operating costs: |
|
|
| ||||
Costs and administrative expenses | 8,023 | 9,560 | 11,749 | ||||
Depreciation and amortization | 29,049 | 30,695 | 41,346 | ||||
Total operating costs | 37,072 | 40,255 | 53,095 | ||||
Income from operations | 31,222 | 41,608 | 38,901 | ||||
Operating margin | 45.7 | % | 50.8 | % | 42.3 | % | |
112
Summary Historical Consolidated Results of Operations
The following table sets forth a summary of our consolidated results of operations for the years indicated:
Year Ended December 31, |
| ||||||||||
2021 | 2022 | 2023 |
| ||||||||
| Amount |
| Amount |
| % Change |
| Amount |
| % Change |
| |
(in thousands of pesos, except percentages) |
| ||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
| |
Aeronautical services |
| 5,277,728 |
| 7,055,543 |
| 33.7 | % | 8,931,657 |
| 26.6 | % |
Non-aeronautical services |
| 1,653,379 |
| 2,229,802 |
| 34.9 | % | 2,627,423 |
| 17.8 | % |
Construction services |
| 1,788,903 |
| 2,649,423 |
| 48.1 | % | 2,898,000 |
| 9.4 | % |
Total revenues |
| 8,720,010 |
| 11,934,768 |
| 36.9 | % | 14,457,080 |
| 21.1 | % |
Operating costs and expenses: |
|
|
|
|
|
|
| ||||
Cost of services |
| 782,107 |
| 923,638 |
| 18.1 | % | 1,058,956 |
| 14.7 | % |
Major maintenance provision |
| 512,653 |
| 472,077 |
| (7.9) | % | 348,397 |
| (26.2) | % |
Construction costs |
| 1,788,903 |
| 2,649,423 |
| 48.1 | % | 2,898,000 |
| 9.4 | % |
Administrative expenses |
| 586,542 |
| 667,600 |
| 13.8 | % | 661,447 |
| (0.9) | % |
Concession taxes |
| 319,906 |
| 428,717 |
| 34.0 | % | 544,657 |
| 27.0 | % |
Technical assistance fees |
| 133,558 |
| 177,667 |
| 33.0 | % | 237,896 |
| 33.9 | % |
Depreciation and amortization |
| 487,230 |
| 551,200 |
| 13.1 | % | 641,343 |
| 16.4 | % |
Other income |
| (1,278) |
| (40) |
| (96.9) | % | (525) |
| 1,212.5 | % |
Total operating costs and expenses |
| 4,609,621 |
| 5,870,282 |
| 27.3 | % | 6,390,171 |
| 8.9 | % |
Income from operations |
| 4,110,389 |
| 6,064,486 |
| 47.5 | % | 8,066,909 |
| 33.0 | % |
Interest expense, net |
| (387,197) |
| (762,790) |
| 97.0 | % | (971,530) |
| 27.4 | % |
Exchange loss, net |
| 112,617 |
| (8,871) |
| (107.9) | % | (35,511) |
| 300.3 | % |
Income before income taxes |
| 3,835,809 |
| 5,292,825 |
| 38.0 | % | 7,059,868 |
| 33.4 | % |
Income taxes |
| 972,179 |
| 1,375,520 |
| 41.5 | % | 2,039,442 |
| 48.3 | % |
Consolidated net income |
| 2,863,630 |
| 3,917,305 |
| 36.8 | % | 5,020,426 |
| 28.2 | % |
Other operating data: |
|
|
|
|
|
|
|
|
| ||
Operating margin(1) |
| 32.1 | % | 47.1 | % | N/A | 55.8 | % | N/A | ||
Net margin(2) |
| 20.5 | % | 32.8 | % | N/A | 34.7 | % | N/A | ||
(1) | Income from operations divided by total revenues, expressed as a percentage. |
(2) | Consolidated net income divided by total revenues, expressed as a percentage. |
Results of Operations for the Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022.
Consolidated Revenues
Total revenues for 2023 were Ps.14,457,080 thousand, 21.1% higher than the Ps.11,934,768 thousand recorded in 2022, primarily as a result of an increase in aeronautical and non-aeronautical revenues. The sum of aeronautical and non-aeronautical revenues in 2023 increased by 24.5% as compared to 2022.
Aeronautical revenues increased by 26.6% to Ps.8,931,657 thousand in 2023, as compared to Ps.7,055,543 thousand in 2022 due primarily to a 28.4% increase in domestic passenger charges and a 22.6% increase in international passenger charges as compared to 2022. Aeronautical revenues per workload unit in 2023 were Ps.317.1 compared to Ps.287.2 in 2022, representing a 10.4% increase.
Non-aeronautical revenues increased by 17.8% from Ps.2,229,802 thousand in 2022 to Ps.2,627,423 in 2023, due primarily to an increase in revenue generation of our commercial activities and the expansion of the diversification activities. Non-aeronautical revenues per terminal passenger increased by 1.9%, from Ps.96.0 in 2022 to Ps.97.9 in 2023, due primarily to a larger increase in non-aeronautical revenues, compared to the increase in terminal passengers.
113
Revenues from construction services in 2023 were Ps.2,898,000 thousand, an increase of 9.4% from Ps.2,649,423 thousand recognized in 2022, primarily as a result of the improvements in concessioned assets, principally in the Monterrey, Ciudad Juárez, Culiacán and Chihuahua airports.
Our revenues are highly dependent on the volume of passenger traffic. The effects of the COVID-19 pandemic resulted in a significant reduction in passenger traffic during 2020 as a result of the actions taken by the Mexican, U.S. and other governments and from the broader reduction in demand for air travel caused by the COVID-19 pandemic. Even though we experienced a complete recovery in passenger traffic during 2021, 2022 and 2023, and we have taken action to recover passenger confidence, along with measures taken to preserve liquidity, the adverse effects of COVID-19 or any other similar outbreak on our operations remain uncertain and a possible relapse in air travel demand as a result thereof could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity. For more information, see “Risk Factors—Risks Related to Our Operations— The outbreak of COVID-19 has had, and any similar outbreaks could have, a negative impact on the global economy and on our business, operations and results. ”
Revenues by Segment
On an airport-by-airport basis, the principal contributors to total revenues in 2023 were the Monterrey airport (Ps.6,213,633 thousand), the Culiacán airport (Ps.1,383,779 thousand), the Ciudad Juárez airport (Ps.1,231,890 thousand), the Chihuahua airport (Ps.870,976 thousand) and the Mazatlán airport (Ps.777,181 thousand). Based on contribution to aeronautical and non-aeronautical revenues in 2023, the main contributors were the Monterrey airport (Ps.5,087,951 thousand), the Culiacán airport (Ps.952,211 thousand), the Ciudad Juárez airport (Ps.772,319 thousand), the Chihuahua airport (Ps.717,957 thousand) and the Mazatlán airport (Ps.662,946 thousand). Historically, Monterrey, Culiacán and Chihuahua have been our three principal contributors to aeronautical and non-aeronautical revenues, and we expect this trend to continue in the future.
Metropolitan Destination
At the Monterrey airport, aeronautical revenues increased by 35.4% from Ps.3,142,454 thousand in 2022 to Ps.4,254,275 thousand in 2023, due primarily to a 37.1% increase in domestic passenger charges, as a result of a 20.2% increase in domestic passenger traffic. Non-aeronautical revenues increased by 19.1% from Ps.699,778 thousand in 2022 to Ps.833,676 thousand in 2023, due primarily to a 43.3% increase in food and beverage and a 26.1% increase in revenue from car rental operations. The sum of aeronautical and non-aeronautical revenues increased by 32.4% from Ps.3,842,232 thousand in 2022 to Ps.5,087,951 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.3% from Ps.327.8 in 2022 to Ps.361.4 in 2023, principally due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Tourist Destinations
At the Acapulco airport, aeronautical revenues increased by 18.5% from Ps.275,301 thousand in 2022 to Ps.326,157 thousand in 2023, due primarily to a 25.6% increase in domestic passenger charges, as a result of an 8.3% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues decreased by 0.7% from Ps.38,444 thousand in 2022 to Ps.38,184 thousand in 2023, due primarily to a 13.2% decrease in revenues from generated by complementary services activities. The sum of aeronautical and non-aeronautical revenues increased by 16.1% from Ps.313,745 thousand in 2022 to Ps.364,341 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.1% from Ps.373.6 in 2022 to Ps.407.5 in 2023, principally due to a higher increase in aeronautical revenues, compared to the increase in passenger traffic.
114
At the Mazatlán airport, aeronautical revenues increased by 26.1% from Ps.472,741 thousand in 2022 to Ps.596,145 thousand in 2023, due primarily to a 31.0% increase in domestic passenger charges, as a result of an 11.9% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 15.6% from Ps.57,766 thousand in 2022 to Ps.66,801 thousand in 2023, due primarily to a 27.7% increase in revenues from food and beverage operations and a 10.8% increase in revenues from car rental operators. The sum of aeronautical and non-aeronautical revenues increased by 25.0% from Ps.530,507 thousand in 2022 to Ps.662,946 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 11.7% from Ps.360.4 in 2022 to Ps.402.5 in 2023, due to a higher increase in aeronautical revenues, compared to the increase in passenger traffic.
At the Zihuatanejo airport, aeronautical revenues increased by 15.7% from Ps.219,411 thousand in 2022 to Ps.253,766 thousand in 2023, due primarily to a 21.5% increase in domestic passenger charges, as a result of an 11.9% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 10.3% from Ps.25,255 thousand in 2022 to Ps.219,411 thousand in 2023, due primarily to a 55.9% increase in revenues from food and beverage, and a 11.3% increase in revenues from car rental operators. The sum of aeronautical and non-aeronautical revenues increased by 15.1% from Ps.244,666 thousand in 2022 to Ps.281,634 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.4% from Ps.410.0 in 2022 to Ps.428.3 in 2023, principally due to a higher increase in aeronautical revenues, compared to the increase in passenger traffic.
Regional Destinations
At the Chihuahua airport, aeronautical revenues increased by 19.2% from Ps.546,445 thousand in 2022 to Ps.651,442 thousand in 2023, due primarily to a 22.4% increase in domestic passenger charges, as a result of an 11.1% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 16.7% from Ps.56,994 thousand in 2022 to Ps.66,514 thousand in 2023, due primarily to a 51.9% increase in revenues from food and beverage, and a 14.9% increase in revenues from car rental operators. The sum of aeronautical and non-aeronautical revenues increased by 19.0% from Ps.603,439 thousand in 2022 to Ps.717,956 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.6% from Ps.331.4 in 2022 to Ps.356.6 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Culiacán airport, aeronautical revenues increased by 16.4% from Ps.754,160 thousand in 2022 to Ps.887,897 thousand in 2023, as a result of a 7.7% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 9.9% from Ps.67,591 thousand in 2022 to Ps.74,315 thousand in 2021, due primarily to an 18.9% increase in revenues from retail operations, an 8.4% increase in revenue from advertising, and a 4.6% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 15.9% from Ps.821,751 thousand in 2022 to Ps.952,212 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.9% from Ps.329.9 in 2022 to Ps.355.8 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Durango airport, aeronautical revenues increased by 9.1% from Ps.178,142 thousand in 2022 to Ps.194,373 thousand in 2023, due primarily to a 10.8% increase in domestic passenger charges, as a result of a 6.4% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 2.7% from Ps.13,485 thousand in 2022 to Ps.13,853 thousand in 2023, due primarily to a 43.5% increase in revenues from retail services. The sum of aeronautical and non-aeronautical revenues increased by 8.7% from Ps.191,627 thousand in 2022 to Ps.208,226 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.8% from Ps.393.0 in 2022 to Ps.404.1 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
115
At the San Luis Potosí airport, aeronautical revenues increased by 20.2% from Ps.246,795 thousand in 2022 to Ps.296,570 thousand in 2023, due primarily to a 31.9% increase in domestic passenger charges, as a result of a 14.5% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues decreased by 3.8% from Ps.41,349 thousand in 2022 to Ps.39,762 thousand in 2023, due primarily to a 34.2% decrease in revenues from complementary services. The sum of aeronautical and non-aeronautical revenues increased by 16.7% from Ps.288,144 thousand in 2022 to Ps.336,332 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.9% from Ps.312.8 in 2022 to Ps.334.3 in 2023, due to a higher increase in aeronautical revenues, compared to the increase in passenger traffic.
At the Tampico airport, aeronautical revenues increased by 16.1% from Ps.177,992 thousand in 2022 to Ps.206,586 thousand in 2023, due primarily to a 14.5% increase in domestic passenger charges, as a result of a 12.3% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 26.0% from Ps.20,297 thousand in 2022 to Ps.25,573 thousand in 2023, due primarily to a 129% increase in revenues from food and beverage, and a 20.2% increase in revenues from car rental operators. The sum of aeronautical and non-aeronautical revenues increased by 17.1% from Ps.198,289 thousand in 2022 to Ps.232,159 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.0% from Ps.397.7 in 2022 to Ps.409.5 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Torreón airport, aeronautical revenues increased by 24.7% from Ps.231,357 thousand in 2022 to Ps.288,548 thousand in 2023, due primarily to a 27.0% increase in domestic passenger charges, as a result of a 15.3% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 7.5% from Ps.25,193 thousand in 2022 to Ps.27,073 thousand in 2023, due primarily to a 6.2% increase in revenues from car rental operators, a 21.9% increase in revenues from food and beverage and a 15.0% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 23.0% from Ps.256,550 thousand in 2022 to Ps.315,621 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.5% from Ps.375.8 in 2021 to Ps.400.1 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Zacatecas airport, aeronautical revenues increased by 6.7% from Ps.164,052 thousand in 2022 to Ps.175,109 thousand in 2023, due primarily to a 20.2% increase in international passenger charges, as a result of an 18.1% increase in international passenger traffic. Non-aeronautical revenues decreased by 1.9% from Ps.13,616 thousand in 2022 to Ps.13,353 thousand in 2023, due primarily to a 43.4% decrease in revenues from complementary services. The sum of aeronautical and non-aeronautical revenues increased by 20.5% from Ps.147,423 thousand in 2021 to Ps.177,668 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 3.8% from Ps.408.9 in 2022 to Ps.424.5 in 2023, due to a higher increase in aeronautical revenues, compared to the increase in passenger traffic.
Border Destinations
At the Ciudad Juárez airport, aeronautical revenues increased by 26.6% from Ps.568,204 thousand in 2022 to Ps.719,269 thousand in 2023, due primarily to a 27.3% increase in domestic passenger charges, as a result of a 13.4% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 35.1% from Ps.39,276 thousand in 2022 to Ps.53,050 thousand in 2023, due primarily to a 44.6% increase in revenues from food and beverage and a 40.4% increase in revenues from car rental operators. The sum of aeronautical and non-aeronautical revenues increased by 27.1% from Ps.607,480 thousand in 2022 to Ps.772,319 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 13.1% from Ps.293.1 in 2022 to Ps.331.5 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
116
At the Reynosa airport, aeronautical revenues increased by 17.2% from Ps.149,878 thousand in 2022 to Ps.175,723 thousand in 2023, due primarily to a 19.8% increase in domestic passenger charges, as a result of a 4.9% increase in domestic passenger traffic and an 18.5% increase in the tariff for domestic passenger charges, which was offset by a 10% discount on the tariff that was implemented on November 1, 2023. Non-aeronautical revenues increased by 21.4% from Ps.10,796 thousand in 2022 to Ps.13,111 thousand in 2023, due primarily to a 13.7% increase in revenue from car rental operators and a 21.9% increase in revenue from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 17.5% from Ps.160,674 thousand in 2022 to Ps.188,834 thousand in 2023. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.9% from Ps.305.3 in 2022 to Ps.344.3 in 2023, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Hotels
At our Terminal 2 NH Collection Hotel, total revenues increased by 16.2% from Ps.238,845 thousand in 2022 to Ps.277,536 thousand in 2023, due primarily to an increase in the annual average occupancy rate from 77.9% in 2022 to 86.0% in 2023 and a 1.8% increase in the average rates per room in 2023. The revenues of the Terminal 2 NH Collection Hotel are mainly dependent on passenger traffic traveling to and from the Mexico City International Airport.
At our Hilton Garden Inn Hotel at the Monterrey airport, total revenues increased by 22.5% from Ps.94,067 thousand in 2022 to Ps.115,248 thousand in 2023, due primarily to an increase in the annual average occupancy rate from 71.8% in 2022 to 72.8% in 2023 and a 20.3% increase in the average rates per room in 2023. The revenues of the Hilton Garden Inn Hotel are dependent on passenger traffic traveling to and from the Monterrey international airport.
Industrial Park
At our OMA-VYNMSA Aero Industrial Park, total revenues increased by 12.4% from Ps.81,863 thousand in 2022 to Ps.91,996 thousand in 2023, due primarily to an increase in the number of leased commercial warehouses.
Operating Results
Cost of Services
Our cost of services increased by 14.7% from Ps.923,638 thousand in 2022 to Ps.1,058,956 thousand in 2023, mainly as a result of a 25.8% increase in maintenance and a 13.2% increase in wages and salaries. Additionally, our cost of hotel services increased 32.4% as a result of an increase in operations in both hotels during 2023. As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services increased from 15.7% in 2022 to 16.6% in 2023.
Major maintenance provision
Our major maintenance provision decreased from Ps.472,077 thousand in 2022 to Ps.348,397 thousand in 2023, due primarily to inflationary updates applied to expected major maintenance works based on the Mexican producer price index (excluding oil).
Administrative Expenses
Our administrative expenses decreased by 0.9% from Ps.667,600 thousand in 2022 to Ps.661,447 thousand in 2023, due primarily to a decrease in payroll expenses as a result of non-recurrent provisions registered in 2022 related to changes to Mexican labor regulations in Mexico during 2021.
Technical Assistance Fee
Our technical assistance fee, which is paid in U.S. dollars, increased by 33.9% from Ps.177,667 thousand in 2022 to Ps.237,896 thousand in 2023, as a result of an increase in EBITDA, which is the base for its calculation.
117
Concession Tax
Our concession tax increased by 27.0% from 428,717 thousand in 2022 to Ps.544,657 thousand in 2023, as a result of the increase in aeronautical and non-aeronautical revenues.
Depreciation and Amortization
Our depreciation and amortization increased 16.4% from Ps.551,200 thousand in 2022 to Ps.641,343 thousand in 2023, due primarily to an increase in the investment to improve our concessioned assets during 2023.
Income from Operations
On a consolidated basis, our operating income increased by 33.0% from Ps.6,064,486 thousand in 2022 to Ps.8,066,909 thousand in 2023, due primarily to a 21.1% increase in total revenue. Our operating margin increased from 47.1% in 2022 to 55.8% in 2023, and considering only the sum of our aeronautical and non-aeronautical revenues, our operating margin increased from 65.3% in 2022 to 69.8% in 2023.
Operating Income by Segment
The figures presented in this section take into account the intercompany transactions described above under “Item 5. Operating and Financial Review and Prospects—Operating Results—Solidarity Fees.” In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.
On an airport-by-airport basis, the principal contributors to our operating income in 2023 were the Monterrey airport (Ps.1,503,933 thousand), the Culiacán airport (Ps.281,698 thousand), the Ciudad Juárez airport (Ps.228,434 thousand), the Chihuahua airport (Ps.212,353 thousand), the Mazatlán airport (Ps.196,083 thousand), and the Acapulco airport (Ps.107,762 thousand).
Metropolitan Destination
Operating income for the Monterrey airport increased by 12.4% from Ps.1,337,765 thousand in 2022 to Ps.1,503,933 thousand in 2023, due primarily to an increase of 32.4% in aeronautical and non-aeronautical revenues, which was partially offset by a 20.2% increase in operating costs. This increase was mainly driven by the increase in solidarity fees from Ps.1,752,031 thousand in 2022 to Ps.2,698,313 thousand, as a result of an update in the fees’ calculation method.
Tourist Destinations
Operating income for the Acapulco airport increased by 1.1% from Ps.106,615 thousand in 2022 to Ps.107,762 thousand in 2023, due primarily to an increase of 16.1% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 13.2% in operating costs. This increase was mainly driven by the increase in solidarity fees from Ps.52,424 thousand in 2022 to Ps.92,751 thousand, as a result of an update in the fees’ calculation method.
Operating income for the Mazatlán airport increased by 7.4% from Ps.182,543 thousand in 2022 to Ps.196,083 thousand in 2023, due primarily to an increase of 25.0% in aeronautical and non-aeronautical revenues, which was offset by an increase of 18.5% in operating costs. This increase was mainly driven by the increase in solidarity fees from Ps.198,585 thousand in 2022 to Ps.317,235 thousand, as a result of an update in the fees’ calculation method.
Operating income for the Zihuatanejo airport decreased by 2.4% from Ps.85,484 thousand in 2022 to Ps.83,393 thousand in 2023, due primarily to an increase of 15.1% in aeronautical and non-aeronautical revenues and an increase of 7.7% in operating costs. This increase was mainly driven by the increase in solidarity fees from Ps.59,077 thousand in 2022 to Ps.96,652 thousand, as a result of an update in the fees’ calculation method.
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Regional Destinations
Operating income for the Chihuahua airport increased by 0.8% from Ps.210,624 thousand in 2022 to Ps.212,353 thousand in 2023, due primarily to an increase of 19.0% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 31.3% in operating costs, mainly due to the increase in solidarity fees from Ps.240,789 thousand in 2022 to Ps.322,117 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the Culiacán airport decreased by 1.1% from Ps.284,813 thousand in 2022 to Ps.281,698 thousand in 2023, due primarily to an increase of 15.9% in aeronautical and non-aeronautical revenues, which was offset by an increase of 65.8% in operating costs mainly due to the increase in solidarity fees from Ps.375,253 thousand in 2022 to Ps.494,760 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the Durango airport decreased by 4.1% from Ps.64,229 thousand in 2022 to Ps.61,587 thousand in 2023, due primarily to an increase of 8.7% in aeronautical and non-aeronautical revenues, which was offset by an increase of 27.3% in operating costs, which was mainly due to the increase in solidarity fees from Ps.35,319 thousand in 2022 to Ps.74,066 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the San Luis Potosí airport decreased by 0.4% from Ps.99,870 thousand in 2022 to Ps.99,479 thousand in 2023, due primarily to an increase of 16.7% in aeronautical and non-aeronautical revenues, which was offset by an increase of 44.7% in operating costs, which was mainly driven by the increase in solidarity fees from Ps.60,727 thousand in 2022 to Ps.125,965 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the Tampico airport decreased by 0.8% from Ps.69,211 thousand in 2022 to Ps.68,667 thousand in 2023, due primarily to an increase of 17.7% in aeronautical and non-aeronautical revenues, and an increase of 18.2% in operating costs, mainly driven by the increase in solidarity fees from Ps.25,774 thousand in 2022 to Ps.44,688 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the Torreón airport increased by 4.3% from Ps.89,481 thousand in 2022 to Ps.93,315 thousand in 2023, due primarily to an increase of 23.0% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 32.1% in operating costs mainly driven by the increase in solidarity fees from Ps.53,556 thousand in 2022 to Ps.116,952 thousand in 2023, as a result of an update in the fees’ calculation method.
Operating income for the Zacatecas airport decreased by 6.1% from Ps.62,141 thousand in 2022 to Ps.55,563 thousand in 2023, due primarily to an increase of 6.1% in aeronautical and non-aeronautical revenues, which was offset by the increase in major maintenance provision from Ps.10,537 thousand in 2022 to Ps.18,332 thousand in 2023.
Border Destinations
Operating income for the Ciudad Juárez airport increased by 7.6% from Ps.212,341 thousand in 2022 to Ps.228,434 thousand in 2023, due primarily to an increase of 27.1% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 53.4% in operating costs mainly driven by the increase in solidarity fees from Ps.234,148 thousand in 2022 to Ps.385.878 thousand in 2023, principally as a result of an update in the fees’ calculation method.
Operating income for the Reynosa airport increased by 0.3% from Ps.55,666 thousand in 2022 to Ps.55,852 thousand in 2023, due primarily to an increase of 17.5% in aeronautical and non-aeronautical revenues, partially offset by an increase in solidarity fees from Ps.15,477 thousand in 2022 to Ps.25,904 thousand in 2023, principally as a result of an update in the fees’ calculation method.
Hotels
Terminal 2 NH Collection Hotel had an operating income of Ps.66,885 thousand in 2022, compared to an operating income of Ps.77,121 thousand in 2023 due primarily to an increase in revenues.
Hilton Garden Inn Hotel had an operating income of Ps.24,653 thousand in 2022, compared to an operating income of Ps.34,809 thousand in 2023 due primarily to an increase in revenues.
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Industrial Park
Operating income for our OMA-VYNMSA Industrial Park decreased from Ps.41,608 thousand in 2022 to Ps.38,901 thousand in 2023 which reflected an increase in depreciation and amortization.
Exchange Gain (Loss)
We had a net exchange loss in 2023 of Ps.35,511 thousand, as compared to a loss of Ps.8,871 thousand in 2022 due primarily to the appreciation of the Mexican peso in relation to the U.S. dollar on our U.S. dollar cash balances in 2023 compared to the depreciation of the Mexican peso in 2022. The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps.16.92 to U.S.$1.00 as of December 31, 2023 and Ps.19.50 to U.S.$1.00 as of December 31, 2022. Our cash balance denominated in U.S. dollar was U.S.7,414 thousand on December 31, 2022 and U.S. 11,574 thousand on December 31, 2023.
Net Interest Expense
Our net interest expense increased by 27.4% from Ps.762,790 thousand in 2022 to Ps.971,530 thousand in 2023, as a result of a higher interest expense due to additional debt issued during 2023 and higher reference rates for variable debt.
Income Taxes
We recorded an income tax expense of Ps.2,039,442 thousand in 2023, as compared to Ps.1,375,520 thousand in 2022, due primarily to an increase in revenues that resulted in a higher taxable income.
Our current income tax was Ps.2,167,380 thousand in 2023, as compared to Ps.1,653,920 thousand in 2022, as a result of increased revenues.
Our effective tax rate was 26.0% in 2022 and 28.9% in 2023. The effective tax rates in 2022 and 2023 differed from the statutory rate of 30%, as a result of the permanent differences related primarily to inflationary effects for tax purposes.
Net Income and Comprehensive Income
Our net income increased by 28.2% from Ps.3,917,305 thousand in 2022 to Ps.5,020,426 thousand in 2023. Comprehensive income attributable to the controlling interest increased by 28.2% from Ps.3,915,848 thousand in 2022 to Ps.5,013,352 thousand in 2023. Earnings per share were Ps.12.9784 and earnings per ADS were Ps.103.8272 in 2023.
Results of Operations for the Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021.
Consolidated Revenues
Total revenues for 2022 were Ps.11,934,768 thousand, 36.9% higher than the Ps.8,720,010 thousand recorded in 2021, primarily as a result of an increase in aeronautical and non-aeronautical revenues. The sum of aeronautical and non-aeronautical revenues in 2022 increased by 34.0% as compared to 2021.
Aeronautical revenues increased by 33.7% to Ps.7,055,543 thousand in 2022, as compared to Ps.5,277,728 thousand in 2021 due primarily to a 40.0% increase in domestic passenger charges and a 17.6% increase in international passenger charges as compared to 2021. Aeronautical revenues per workload unit in 2022 were Ps.287.2 compared to Ps.274.1 in 2021, representing a 4.8% increase.
Non-aeronautical revenues increased by 34.9% from Ps.1,653,379 thousand in 2021 to Ps.2,229,802 thousand in 2022, due primarily to an increase in revenue generation of our commercial activities and the expansion of the diversification activities. Non-aeronautical revenues per terminal passenger increased by 4.7%, from Ps.91.7 in 2021 to Ps.96.0 in 2022, due primarily to a larger increase in non-aeronautical revenues, compared to the increase in terminal passengers.
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Revenues from construction services in 2022 were Ps.2,649,423 thousand, an increase of 48.1% from Ps.1,788,903 thousand recognized in 2021, primarily as a result of the improvements in concessioned assets, principally in the Monterrey, Mazatlán, Ciudad Juárez, and Durango airports.
Our revenues are highly dependent on the volume of passenger traffic. The effects of the COVID-19 pandemic resulted in a significant reduction in passenger traffic during 2020 as a result of the actions taken by the Mexican, U.S. and other governments and from the broader reduction in demand for air travel caused by the COVID-19 pandemic. Even though we experienced a recovery in passenger traffic during 2021 and 2022, and we have taken action to recover passenger confidence, along with measures taken to preserve liquidity, the adverse effects of COVID-19 on our operations remain uncertain and a possible relapse in air travel demand as a result thereof could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity. For more information, see “Risk Factors—Risks Related to Our Operations— The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”
Revenues by Segment
On an airport-by-airport basis, the principal contributors to total revenues in 2022 were the Monterrey airport (Ps.5,256,440 thousand), the Culiacán airport (Ps.949,712 thousand), the Ciudad Juárez airport (Ps.866,403 thousand), the Chihuahua airport (Ps.712,121 thousand) and the Mazatlán airport (Ps.672,761 thousand). Based on contribution to aeronautical and non-aeronautical revenues in 2022, the main contributors were the Monterrey airport (Ps.3,842,233 thousand), the Culiacán airport (Ps.821,751 thousand), the Ciudad Juárez airport (Ps.607,481 thousand), the Chihuahua airport (Ps.603,438 thousand) and the Mazatlán airport (Ps.530,507 thousand). Historically, Monterrey, Culiacán and Chihuahua have been our three principal contributors to aeronautical and non-aeronautical revenues, and we expect this trend to continue in the future.
Metropolitan Destination
At the Monterrey airport, aeronautical revenues increased by 32.5% from Ps.2,371,178 thousand in 2021 to Ps.3,142,454 thousand in 2022, due primarily to a 45.0% increase in domestic passenger charges, as a result of a 36.8% increase in domestic passenger traffic and an 11.8% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 26.8% from Ps.551,744 thousand in 2021 to Ps.699,778 thousand in 2022, due primarily to a 27.3% increase in OMA Carga, a 44.4% increase in food and beverage and a 75.2% increase in revenue from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 31.5% from Ps.2,922,922 thousand in 2021 to Ps.3,842,232 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 0.3% from Ps.326.7 in 2021 to Ps.327.8 in 2022, principally due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Tourist Destinations
At the Acapulco airport, aeronautical revenues increased by 40.0% from Ps.196,631 thousand in 2021 to Ps.275,301 thousand in 2022, due primarily to an 38.5% increase in domestic passenger charges, as a result of a 24.1% increase in domestic passenger traffic and a 14.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 15.6% from Ps.33,250 thousand in 2021 to Ps.38,444 thousand in 2022, due primarily to a 38.1% increase in revenues from retail operations, and a 27.1% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 36.5% from Ps.229,881 thousand in 2021 to Ps.313,745 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.3% from Ps.341.7 in 2021 to Ps.373.6 in 2022, principally due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
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At the Mazatlán airport, aeronautical revenues increased by 49.1% from Ps.317,004 thousand in 2021 to Ps.472,741 thousand in 2022, due primarily to a 38.1% increase in domestic passenger charges, as a result of a 23.4% increase in domestic passenger traffic and a 14.9% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 24.6% from Ps.46,368 thousand in 2021 to Ps.57,766 thousand in 2022, due primarily to a 75.0% increase in revenues from retail operations, a 50.7% increase in revenues from food and beverage, and a 40.4% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 46.0% from Ps.363,372 thousand in 2021 to Ps.530,507 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.0% from Ps.321.90 in 2021 to Ps.360.42 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Zihuatanejo airport, aeronautical revenues increased by 60.1% from Ps.137,018 thousand in 2021 to Ps.219,411 thousand in 2022, due primarily to a 29.9% increase in domestic passenger charges, as a result of a 19.7% increase in domestic passenger traffic and a 10.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 14.1% from Ps.22,127 thousand in 2021 to Ps.25,255 thousand in 2022, due primarily to a 45.3% increase in revenues from food and beverage, and a 22.0% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 53.7% from Ps.159,145 thousand in 2021 to Ps.244,666 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.3% from Ps.365.0 in 2021 to Ps.410.0 in 2022, principally due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Regional Destinations
At the Chihuahua airport, aeronautical revenues increased by 30.4% from Ps.419,027 thousand in 2021 to Ps.546,445 thousand in 2022, due primarily to a 39.1% increase in domestic passenger charges, as a result of a 29.1% increase in domestic passenger traffic and a 9.9% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 17.4% from Ps.48,531 thousand in 2021 to Ps.56,994 thousand in 2022, due primarily to a 56% increase in revenues from car rentals, and a 106.6% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 29.1% from Ps.467,558 thousand in 2021 to Ps.603,439 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.1% from Ps.321.5 in 2021 to Ps.331.4 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Culiacán airport, aeronautical revenues increased by 31.5% from Ps.573,506 thousand in 2021 to Ps.754,160 thousand in 2022, due primarily to a 38.1% increase in domestic passenger charges, as a result of a 24.6% increase in domestic passenger traffic and a 14.0% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increase by 17.4% from Ps.57,560 thousand in 2021 to Ps.67,591 thousand in 2022, due primarily to a 52.4% increase in revenues from car rentals, a 32.1% increase in revenue from retail operations, and a 26.2% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 30.2% from Ps.631,066 thousand in 2021 to Ps.821,751 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.8% from Ps.309.0 in 2021 to Ps.329.9 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Durango airport, aeronautical revenues increased by 14.6% from Ps.155,408 thousand in 2021 to Ps.178,142 thousand in 2022, due primarily to a 18.7% increase in domestic passenger charges, as a result of a 9.0% increase in domestic passenger traffic and a 7.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues decreased by 7.2% from Ps.14,536 thousand in 2021 to Ps.13,845 thousand in 2022, due primarily to a 39.3% decrease in revenues from communication and services. The sum of aeronautical and non-aeronautical revenues increased by 12.9% from Ps.169,944 thousand in 2021 to Ps.191,627 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.6% from Ps.379.5 in 2021 to Ps.393.0 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
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At the San Luis Potosí airport, aeronautical revenues increased by 28.1% from Ps.192,712 thousand in 2021 to Ps.246,795 thousand in 2022, due primarily to a 21.9% increase in domestic passenger charges, as a result of a 15.9% increase in domestic passenger traffic and a 6.0% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 7.8% from Ps.38,345 thousand in 2021 to Ps.41,349 thousand in 2022, due primarily to an 26.9% increase in revenues from car rentals, a 57.0% increase in revenues from food and beverage and a 44.3% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 24.7% from Ps.231,057 thousand in 2021 to Ps.288,144 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.7% from Ps.290.3 in 2021 to Ps.312.8 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Tampico airport, aeronautical revenues increased by 33.6% from Ps.113,178 thousand in 2021 to Ps.177,992 thousand in 2022, due primarily to a 38.5% increase in domestic passenger charges, as a result of a 24.9% increase in domestic passenger traffic and a 11.0% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 1.2% from Ps.20,054 thousand in 2021 to Ps.20,297 thousand in 2022, due primarily to a 40.7% increase in revenues from car rentals, and a 190.7% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 29.4% from Ps.153,232 thousand in 2021 to Ps.198,289 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.9% from Ps.382.8 in 2021 to Ps.397.7 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Torreón airport, aeronautical revenues increased by 32.0% from Ps.175,268 thousand in 2021 to Ps.231,357 thousand in 2022, due primarily to a 39.8% increase in domestic passenger charges, as a result of a 27.6% increase in domestic passenger traffic and a 12.1% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 3.0% from Ps.24,450 thousand in 2021 to Ps.25,193 thousand in 2022, due primarily to a 36.6% increase in revenues from car rentals, a 77.1% increase in revenues from food and beverage and a 41.6% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 28.5% from Ps.199,718 thousand in 2021 to Ps.256,550 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.6% from Ps.362.9 in 2021 to Ps.375.8 thousand in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
At the Zacatecas airport, aeronautical revenues increased by 23.9% from Ps.132,427 thousand in 2021 to Ps.164,052 thousand in 2022, due primarily to a 22.9% increase in domestic passenger charges, as a result of a 12.6% increase in domestic passenger traffic and a 7.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues decreased by 9.2% from Ps.14,996 thousand in 2021 to Ps.13,616 thousand in 2022, due primarily to 59.8% decrease in revenues from leases. The sum of aeronautical and non-aeronautical revenues increased by 20.5% from Ps.147,423 thousand in 2021 to Ps.177,668 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 4.5% from Ps.391.2 in 2021 to Ps.408.9 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Border Destinations
At the Ciudad Juárez airport, aeronautical revenues increased by 40.9% from Ps.403,208 thousand in 2021 to Ps.568,204 thousand in 2022, due primarily to a 43.4% increase in domestic passenger charges, as a result of a 34.3% increase in domestic passenger traffic and a 13.9% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 8.7% from Ps.36,148 thousand in 2021 to Ps.39,276 thousand in 2022, due primarily to a 60.1% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 38.3% from Ps.439,356 thousand in 2021 to Ps.607,480 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.7% from Ps.280.0 in 2021 to Ps.293.1 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
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At the Reynosa airport, aeronautical revenues increased by 25.0% from Ps.119,950 thousand in 2021 to Ps.149,878 thousand in 2022, due primarily to a 25.6% increase in domestic passenger charges, as a result of a 22.6% increase in domestic passenger traffic and a 15.0% increase in the tariff for domestic passenger charges. Non-aeronautical revenues decreased by 11.0% from Ps.12,133 thousand in 2021 to Ps.10,796 thousand in 2022, due primarily to an 11.8% decrease in revenue from other services. The sum of aeronautical and non-aeronautical revenues increased by 21.6% from Ps.132,083 thousand in 2021 to Ps.160,674 thousand in 2022. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 0.6% from Ps.303.6 in 2021 to Ps.305.3 in 2022, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.
Hotels
At our Terminal 2 NH Collection Hotel, total revenues increased by 39.7% from Ps.171,005 thousand in 2021 to Ps.238,845 thousand in 2022, due primarily to an increase in the annual average occupancy rate from 63.8% in 2021 to 77.9% in 2022 and a 16.9% increase in the average rates per room in 2022. The revenues of the Terminal 2 NH Collection Hotel are mainly dependent on passenger traffic traveling to and from the Mexico City International Airport.
At our Hilton Garden Inn Hotel at the Monterrey airport, total revenues increased by 79.2% from Ps.52,483 thousand in 2021 to Ps.94,067 thousand in 2022, due primarily to an increase in the annual average occupancy rate from 46.1% in 2021 to 71.8% in 2022. The revenues of the Hilton Garden Inn Hotel are dependent on passenger traffic traveling to and from the Monterrey international airport.
Industrial Park
At our OMA-VYNMSA Aero Industrial Park, total revenues increased by 19.9% from Ps.68,294 thousand in 2021 to Ps.81,863 thousand in 2022, due primarily to an increase in the number of leased commercial warehouses.
Operating Results
Cost of Services
Our cost of services increased by 18.1% from Ps.782,107 thousand in 2021 to Ps.923,638 thousand in 2022, mainly as a result of a 22.7% increase in wages and salaries, and a 14.9% increase in utilities. Additionally, our cost of hotel services increased 58.8% as a result of an increase in operations in both hotels during 2022. As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services decreased from 11.3% in 2021 to 9.9% in 2022.
Major maintenance provision
Our major maintenance provision decreased from Ps.512,653 thousand in 2021 to Ps.472,077 thousand in 2022, due primarily to inflationary updates applied to expected major maintenance works based on the Mexican producer price index (excluding oil).
Administrative Expenses
Our administrative expenses increased by 13.8% from Ps.586,542 thousand in 2021 to Ps.667,600 thousand in 2022, due primarily to an increase in payroll expenses as a result of changes to Mexican labor regulations in Mexico during 2021.
Technical Assistance Fee
Our technical assistance fee, which is paid in U.S. dollars, increased by 33.0% from Ps.133,558 thousand in 2021 to Ps.177,667 thousand in 2022, as a result of an increase in EBITDA, which is the base for its calculation.
Concession Tax
Our concession tax increased by 34.0% from Ps.319,906 thousand in 2021 to Ps.428,717 thousand in 2022, as a result of the increase in aeronautical and non-aeronautical revenues.
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Depreciation and Amortization
Our depreciation and amortization increased 13.1% from Ps.487,230 thousand in 2021 to Ps.551,200 thousand in 2022, due primarily to an increase in the investment to improve our concessioned assets during 2021.
Income from Operations
On a consolidated basis, our operating income increased by 47.5% from Ps.4,110,389 thousand in 2021 to Ps.6,064,486 thousand in 2022, due primarily to a 36.9% increase in total revenue. Our operating margin increased from 47.1% in 2021 to 50.8% in 2022, and considering only the sum of our aeronautical and non-aeronautical revenues, our operating margin increased from 59.3% in 2021 to 65.3% in 2022.
Operating Income by Segment
The figures presented in this section take into account the intercompany transactions described above under “Item 5. Operating and Financial Review and Prospects—Operating Results—Solidarity Fees.” In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.
On an airport-by-airport basis, the principal contributors to our operating income in 2022 were the Monterrey airport (Ps.1,337,766 thousand), the Culiacán airport (Ps.284,812 thousand), the Ciudad Juárez airport (Ps.212,342 thousand), the Chihuahua airport (Ps.210,624 thousand), the Mazatlán airport (Ps.182,543 thousand), and the Acapulco airport (Ps.182,543 thousand).
Metropolitan Destination
Operating income for the Monterrey airport increased by 164.9% from Ps.505,076 thousand in 2021 to Ps.1,337,765 thousand in 2022, due primarily to an increase of 31.5% in aeronautical and non-aeronautical revenues, which was partially offset by a17.8% increase in operating costs. This increase is mainly driven by the increase in administrative costs and expenses from Ps.391,081 thousand in 2021 to Ps.500,689 thousand in 2022, principally as a result of the increase in concession taxes due to higher revenues, and an increase in payroll.
Tourist Destinations
Operating income for the Acapulco airport increased by 157.0% from Ps.41,484 thousand in 2021 to Ps.106,615 thousand in 2022, due primarily to an increase of 36.5% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 22.0% in operating costs, mainly due to the increase in administrative costs and expenses from Ps.72,553 thousand in 2021 to Ps.87,805 thousand in 2022, principally as a result of the increase in payroll from Ps.17,472 in 2021 to Ps.28,744 in 2022.
Operating income for the Mazatlán airport increased by 220.0% from Ps.57,049 thousand in 2021 to Ps.182,543 thousand in 2022, due primarily to an increase of 46.0% in aeronautical and non-aeronautical revenues, which was offset by an increase of 39.3% in operating costs, mainly due to the increase in major maintenance provisions from Ps.21,456 thousand in 2021 to Ps.38,302 thousand in 2022, which was driven by an increase in maintenance works.
Operating income for the Zihuatanejo airport increased by 220.6% from Ps.26,664 thousand in 2021 to Ps.85,484 thousand in 2022, due primarily to an increase of 53.7% in aeronautical and non-aeronautical revenues and a decrease of 1.9% in operating costs, mainly due to the decrease in major maintenance provision from Ps.28,325 thousand in 2021 to Ps.23,033 thousand in 2022, which was driven by a decrease in maintenance requirements.
Regional Destinations
Operating income for the Chihuahua airport increased by 165.7% from Ps.79,271 thousand in 2021 to Ps.210,624 thousand in 2022, due primarily to an increase of 29.1% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 11.0% in operating costs, mainly due to the increase in solidarity fees from Ps.184,429 thousand in 2021 to Ps.240,789 thousand in 2022, which was driven by the increase in aeronautical and non-aeronautical revenues.
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Operating income for the Culiacán airport increased by 160.9% from Ps.109,180 thousand in 2021 to Ps.284,813 thousand in 2022, due primarily to an increase of 30.2% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 8.4% in operating costs mainly due to the increase in costs and administrative expenses from Ps.89,764 thousand in 2021 to Ps.103,844 thousand in 2022, principally as a result of the increase in the concession taxes due to higher revenues and an increase in payroll.
Operating income for the Durango airport increased by 106.1% from Ps.31,170 thousand in 2021 to Ps.64,229 thousand in 2022, due primarily to an increase of 12.8% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 25.7% in operating costs, which was mainly driven by the increase in major maintenance provision from Ps.28,509 thousand in 2021 to Ps.38,244 thousand in 2022, which was driven by an increase in maintenance works.
Operating income for the San Luis Potosí airport increased by 183.0% from Ps.35,288 thousand in 2021 to Ps.99,870 thousand in 2022, due primarily to an increase of 24.7% in aeronautical and non-aeronautical revenues, and a decrease of 7.3% in operating costs, which was mainly driven by the decrease in solidarity fees from Ps.73,275 thousand in 2021 to Ps.60,727 thousand in 2022, principally as a result of an update in the fees’ calculation method.
Operating income for the Tampico airport increased by 217.8% from Ps.21,775 thousand in 2021 to Ps.69,211 thousand in 2022, due primarily to an increase of 29.4% in aeronautical and non-aeronautical revenues, and a decrease of 20.8% in operating costs, mainly driven by the decrease in solidarity fees from Ps.38,191 thousand in 2021 to Ps.25,774 thousand in 2022, principally as a result of an update in the fees’ calculation method.
Operating income for the Torreón airport increased by 171.8% from Ps.32,917 thousand in 2021 to Ps.89,481 thousand in 2022, due primarily to an increase of 28.5% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 13.6% in operating costs mainly due to the increase in administrative costs and expenses from Ps.40,934 thousand in 2021 to Ps.51,652 thousand in 2022, which was driven by an increase in payroll from Ps.9,357 in 2021 to Ps.18,616 in 2022.
Operating income for the Zacatecas airport increased by 194.0% from Ps.21,138 thousand in 2021 to Ps.62,141 thousand in 2022, due primarily to an increase of 20.5% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 25.2% in operating costs mainly due to the increase in costs and administrative expenses from Ps.42,259 thousand in 2021 to Ps.47,795 thousand in 2022, principally as a result of an increase in payroll from Ps.11,764 in 2021 to Ps.19,135 in 2022.
Border Destinations
Operating income for the Ciudad Juárez airport increased by 186.5% from Ps.74,111 thousand in 2021 to Ps.212,341 thousand in 2022, due primarily to an increase of 38.3% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 23.2% in operating costs mainly due to the increase in in costs and administrative expenses from Ps.58,913 thousand in 2021 to Ps.94,156 thousand in 2022, which was driven by the increase in concession tax due to an increase in revenues and in payroll from Ps.12,574 to Ps.23,875.
Operating income for the Reynosa airport increased by 129.8% from Ps.24,219 thousand in 2021 to Ps.55,666 thousand in 2022, due primarily to an increase of 21.6% in aeronautical and non-aeronautical revenues, and a decrease of 0.1% in operating costs mainly due to the decrease in solidarity fees from Ps.31,355 thousand in 2021 to Ps.15,477 thousand in 2022, as a result of an update in the fees’ calculation method.
Hotels
Terminal 2 NH Collection Hotel had an operating income of Ps.35,708 thousand in 2021, compared to an operating income of Ps.66,885 thousand in 2022 due primarily to an increase in revenues.
Hilton Garden Inn Hotel had an operating income of Ps.5,789 thousand in 2021, compared to an operating income of Ps.24,653 thousand in 2022 due primarily to an increase in revenues.
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Industrial Park
Operating income for our OMA-VYNMSA Industrial Park increased from Ps.31,222 thousand in 2021 to Ps.41,608 thousand in 2022 which reflected an increase in revenues.
Exchange Gain (Loss)
We had a net exchange loss in 2022 of Ps.8,871 thousand, as compared to a gain of Ps.112,617 thousand in 2021 due primarily to the appreciation of the Mexican peso in relation to the U.S. dollar on our U.S. dollar cash balances in 2022 compared to the depreciation of the Mexican peso in 2021. The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps.19.50 to U.S.$1.00 as of December 31, 2022 and Ps.20.51 to U.S.$1.00 as of December 31, 2021. Our cash balance denominated in U.S. dollar was U.S.21,666 thousand on December 31, 2021 and U.S. 7,414 thousand on December 31, 2022.
Net Interest Expense
Our net interest expense increased by 97.0% from Ps.387,197 thousand in 2021 to Ps.762,790 thousand in 2022, as a result of a higher interest expense due to additional debt issued during 2022.
Income Taxes
We recorded an income tax expense of Ps.1,375,520 thousand in 2022, as compared to Ps.972,179 thousand in 2021, due primarily to an increase in revenues that resulted in a higher taxable income.
Our current income tax was Ps.1,653,920 thousand in 2022, as compared to Ps.1,217,748 thousand in 2021, as a result of increased revenues.
Our effective tax rate was 25.3% in 2021 and 26.0% in 2022. The effective tax rates in 2021 and 2022 differed from the statutory rate of 30%, as a result of the permanent differences related primarily to inflationary effects for tax purposes.
Net Income and Comprehensive Income
Our net income increased by 36.8% from Ps.2,863,630 thousand in 2021 to Ps.3,917,305 thousand in 2022. Comprehensive income attributable to the controlling interest increased by 36.9% from Ps.2,860,262 thousand in 2021 to Ps.3,915,848 thousand in 2022. Earnings per share were Ps.10.1017 and earnings per ADS were Ps.80.8135 in 2022.
Liquidity and Capital Resources
Sources of Liquidity
Historically, we covered all of our liquidity needs, including our obligations under the Master Development Programs, with cash flows generated by the operations of our subsidiaries and incurred no significant debt. We modified our strategy to finance our operations and incorporated debt as a means to fund capital investments. In the future, we hope to continue covering our liquidity needs with cash flows generated by the operations of our subsidiaries, with a reduction and control of costs and operational improvements to maximize profitability, and with the incurrence of additional debt to finance expenditures pursuant to our Master Development Program obligations, other capital expenditures and working capital, and make our capital structure more efficient.
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In November 2020, we received approval from the Ministry of Infrastructure, Communications and Transportation, through the Mexican Federal Civil Aviation Agency, of the Master Development Program for each of our thirteen airports, corresponding to the 2021-2025 period. Total investments approved amount to Ps.16,352,370 thousand in pesos as of December 31, 2023. As a result, in our opinion, our cash flows from operations are sufficient for our present operating obligations; however, we may, from time to time, have to incur in additional debt to finance our investment expenditures pursuant to our Master Development Program obligations, as well as other strategic investment expenditures. As of the date of this report, we have been able to timely service our debt and other obligations, without having to take advantage of any available payment deferrals, forbearance periods, or other concessions. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”
Pursuant to our Master Development Programs, in 2024 through 2027, we anticipate investing Ps.7,610,896 thousand as follows:
Expected Investments Under Master Development Programs by Category for 2024 to 2027
For the Year Ended December 31, | ||||||||||
| Total | |||||||||
2024 | 2025 | 2026 | 2027 | 2024 - 2027 | ||||||
Terminal capacity expansions and quality projects |
| — | 1,572,061 | 370,115 | 267,998 | 2,210,174 | ||||
Runways and aprons |
| 634,772 | 175,770 | — | — | 810,542 | ||||
Machinery and equipment |
| 990,019 | 173,972 | 182,669 | 108,874 | 1,455,534 | ||||
Security, Safety and Information Technology Equipment |
| 1,245,968 | 105,925 | — | — | 1,351,893 | ||||
Operational Infrastructure Expansion |
| 688,027 | 249,245 | 252,870 | — | 1,190,142 | ||||
Projects to meet ICAO directives |
| 67,338 | 12,345 | — | — | 79,683 | ||||
Other |
| 461,718 | 51,210 | — | — | 512,928 | ||||
Total |
| 4,087,842 |
| 2,340,528 |
| 805,654 | 376,872 |
| 7,610,896 | |
Our committed investments pursuant to our Master Development Programs for 2024 amount to Ps.4,087,842 thousand. Our committed investment for 2024 includes investments for additional capacity and equipment, among others. See “Item 4. Information on the Company—Master Development Programs and Capital Expenditures.”
Cash Flows
Our treasury monitors cash flows on a daily, monthly and annual basis to plan and determine the management, sources and uses of resources, as well as to meet our capital and debt service obligations at all times, and to improve our working capital and capital structure.
As of December 31, 2021, 2022 and 2023, we had Ps.5,987,164 thousand, Ps.3,336,420 thousand and Ps.2,576,256 thousand, respectively, of cash and cash equivalents, of which 7.4%, 4.3% and 0.01% respectively, was denominated in U.S. dollars. We invested these resources in financial instruments in accordance with our investment policy.
In 2023, we generated Ps.6,334,747 thousand in cash flows from operating activities, mainly due to an income before income taxes of Ps.7,059,868 thousand, reduced mainly by Ps.2,405,634 thousand of income taxes paid and Ps.421,522 thousand of major maintenance expenditures. Our cash flow used in investing activities was Ps.2,791,722 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.4,302,392 thousand, of which Ps.3,738,054 thousand were used for dividend payments, and Ps.2.700,000 thousand for the amortization of bank debt and issued debt, both of which were offset by cash flows received from issued debt amounting to Ps.3,200,000 thousand. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our long-term liquidity needs.
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In 2022, we generated Ps.4,985,336 thousand in cash flows from operating activities, mainly due to an income before income taxes of Ps.5,292,825 thousand, reduced mainly by Ps.1,721,967 thousand of income taxes paid, Ps.397,963 thousand of major maintenance expenditures, and Ps.215,713 thousand of advances to contractors. Our cash flow used in investing activities was Ps.2,754,759 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.4,875,774 thousand, of which Ps.6,615,798 thousand were used for dividend payments, and Ps.2,700,000 thousand for the amortization of bank debt, both of which were offset by cash flows received from issued debt amounting to Ps.4,000,000 thousand and Ps.1,200,000 thousand from short-term borrowings. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our long-term liquidity needs.
In 2021, we generated Ps.4,446,844 thousand in cash flows from operating activities of which Ps.5,137,098 thousand was directly from operating activities and was offset mainly by Ps.491,542 thousand of income tax paid, Ps.203,042 thousand of major maintenance expenses and Ps.252,673 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.1,794,891 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.292,269 thousand, of which Ps.3,500,000 thousand were from issued debt and Ps.2,700,000 thousand from short-term borrowings, both of which were offset by the use of Ps.3,000,000 thousand for the amortization of debt, the use of Ps.1,979,790 thousand for dividend payment and the use of Ps.474,852 thousand for share repurchases.
Indebtedness
Short-Term Indebtedness
In December 2021, we obtained short-term loans with Banco Nacional de México, S.A., for Ps.1,000,000 thousand at a variable rate of 28-day TIIE plus 100 basis points, HSBC México, S.A., for Ps.900,000 thousand at a variable rate of 91-day TIIE plus 50 basis points and Banco Santander México, S.A., for Ps.1,000,000 thousand at a variable rate of 28-day TIIE plus an average of 155 basis points, all of which were prepaid on March 31,2022. Proceeds were used to capitalize the group’s subsidiaries, for working capital and to strengthen the company’s liquidity.
In December 2022, we obtained short-term loans with (i) Banco Nacional de México, S.A., for a principal amount of Ps.200,000 thousand at a variable rate of 28-day TIIE plus 100 basis points, (ii) with HSBC México, S.A., for a principal amount of Ps.600,000 thousand at a variable rate of 91-day TIIE plus 60 basis points, and (iii) with Banco Santander México, S.A., for a principal amount of Ps.200,000 thousand at a variable rate of 28-day TIIE plus 140 basis points, all of which were prepaid on March 10, 2023. Proceeds were used to capitalize the group’s subsidiaries, for working capital purposes and to increase the company’s liquidity.
As of April 19, 2024, we had unused non-committed, lines of credit available for short-term issuances totaling Ps.1,400,000 thousand.
Long-Term Indebtedness
We, through seven of our airports, maintained lines of credit with Private Export Funding Corporation (backed by Ex-Im Bank) for U.S.$20.4 million, pursuant to agreements dated October 15, 2010 and October 14, 2011, maturing on December 21, 2021. These lines of credit were paid in full on December 21, 2021.
On March 26, 2013, we issued Ps.1,500,000 thousand in 10-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2011 (the “2011 Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 6.47%. On March 14, 2023, the notes issued under the 2011 Indenture were paid in full. The Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón and Zihuatanejo airports acted as guarantors under these notes. The net proceeds from the placement were used to prepay existing debt and to fund committed investments under the Master Development Programs for our 13 airports, as well as for strategic investments.
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On June 16, 2014, the Company issued Ps.3,000,000 thousand in seven-year notes (certificados bursátiles) at a fixed rate of 6.85% that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2014 (the “2014 Indenture”). The purpose of the issuance was to fix interest payments and to extend the maturity profile of debt by prepaying the Ps.1,300,000 thousand in floating-rate notes issued under the 2011 Indenture, and to finance the Master Development Programs and strategic investments. The floating-rate notes issued under the 2011 Indenture were paid on July 11, 2014. On April 19, 2021, the notes issued under the 2014 Indenture were paid in full.
On April 16, 2021, the Company issued Ps.1,000,000 thousand in five-year green notes (certificados bursátiles verdes) (the “Green Notes”) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2021 Green Variable Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of TIIE 28 + 0.75%. The principal amount will be repaid at maturity on April 10, 2026. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance is to finance green investments pursuant to our Master Development Programs for 2021-2025. The current ratings of the notes are Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings.
| ● | As part of the issuance process of the green notes, in March 2021, the Company created a Green Bond Framework (the “Framework”), in order to meet the commitments therein and finance projects that will deliver environmental benefits to support the Company’s business strategy and vision. Under the Framework, the Company can issue bonds, where proceeds are used to finance eligible green projects, as defined therein. The Framework is in accordance with the International Capital Market Association (“ICMA”) Green Bond Principles (GBP) 2018 and also describes the manner in which a green bond issued by the Company supports and contributes towards meeting the United Nations Sustainable Development Goals. |
| ● | The majority of resources from the green bond are focused on renewable energy and energy efficiency projects, particularly on the implementation of solar power throughout our airports, as well as other projects that reduce energy consumption. In order to assure proper implementation, the Company has established a Green Bond Working Group, that is responsible for the review and selection of projects that will qualify as eligible green projects. This group is chaired by the Chief Executive Officer of the Company and meets on a semi-annual basis. Finally, the Company appointed Sustainalytics to provide an external review on the Framework, which issued its opinion on March 16, 2021. Sustainalytics opined that the Framework is credible and impactful and aligns with the four core components of the ICMA Green Bond Principles (GBP) 2018. For more information about the framework and Sustainalytics’ independent party opinion, visit the Company’s Investor Relations website at http://ir.oma.aero. |
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On April 16, 2021, the Company issued Ps.2,500,000 thousand in seven-year notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2021 Fixed Rate Notes Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 7.83%. The principal amount will be repaid at maturity on April 7, 2028. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to extend the maturity profile of debt by prepaying the Ps.3,000,000 thousand in fixed-rate notes issued under the 2014 Indenture. The notes received ratings of Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.
The principal covenants under the 2021 Green Variable Rate Notes Indenture and the 2021 Fixed Rate Notes Indenture (collectively, the “2021 Notes Indentures”) include, among other things, maintaining the Company’s and its guarantors’ legal existence and ongoing operations, ensuring the notes are treated as direct, unsecured obligations with the same priority of payment as other similar obligations, except as legally specified. The Company is prohibited from merging, dividing, dissolving, or liquidating, except in approved mergers where it or a subsidiary survives, or the newly formed entity assumes current obligations. Asset disposals are confined to normal business activities, pre-arranged sales, or those not materially impacting the issuer or guarantors. The Company and its subsidiaries must not incur liens unless permitted or if the notes are equivalently guaranteed. Moreover, dividend distributions are not permissible if an Event of Default has occurred and is continuing.
Events of Default specified in the 2021 Notes Indentures include the Company’s failure to meet interest payments within 3 business days post-due date, bankruptcy declarations, or written admissions of inability to pay debts at maturity by the Company or its guarantors. Also included are disputes over the notes’ validity, dissemination of significantly incorrect financial or legal information without timely correction, adverse changes to concessions, or governmental actions that negatively affect the Company’s airport operations or concessions. Additionally, non-payment or declared default on significant debts exceeding $20 million, unremedied breaches of note-related obligations within 30 days post-notification, and judicial resolutions against the Company or guarantors exceeding $20 million not settled within 30 days, are considered Events of Default under these indentures.
On March 31, 2022, the Company issued Ps.1,700,000 thousand in five-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2022 Sustainability-Linked Variable-Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of 28-day TIIE plus 14 basis points. The principal amount will be repaid at maturity on March 25, 2027. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.2,700,000 thousand outstanding on our short-term loans. The notes received ratings of Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.
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On March 31, 2022, the Company issued Ps.2,300,000 thousand in seven-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2022 Sustainability-Linked Fixed-Rate Notes Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 9.35%. The principal amount will be repaid at maturity on March 22, 2029. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.2,700,000 thousand outstanding on our short-term loans, fund our committed investments pursuant to our Master Development Program and for other corporate purposes. The notes received ratings of Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance. The principal covenants and the events of default under the indenture pursuant to which these notes (and the 2022 Sustainable-Linked Variable Rate Notes Indenture) were issued are substantially similar to those under the 2021 Notes Indentures.
| ● | As part of the issuance process of the sustainability-linked notes, in March 2022, the Company created a sustainability-linked framework (the “Sustainability-Linked Framework”), which complements the existing Green Financing Framework and is intended to demonstrate our commitment to sustainability by linking our sustainability performance to our corporate and financial strategy. The Framework is aligned with the ICMA Sustainability-Linked Bond Principles (SLBP) 2020 and also describes the manner in which a sustainability-linked bond issued by the Company supports and contributes towards meeting United Nations Sustainable Development Goals. S&P Global issued a Second Party opinion on the Company’s Sustainability Linked Framework on March 7, 2022. For more information about the framework and S&P Global’s independent party opinion, visit the Company’s Investor Relations website at http://ir.oma.aero. |
| ● | We established as Key Performance Indicator (“KPI”) the Scope 1 and 2 in CO2 equivalent per passenger, which measures the percentage decrease of Kilograms of CO2 equivalent on a per passenger basis (“KgCO2e/PAX”), and established as Sustainability Performance Target (“SPT”) the reduction of total scope 1 and 2 emissions measured as KgCO2e/PAX by 58% by December 31, 2025, as compared to 2018. Compliance of the SPT will be verified by an external verifier, and in the case of non-compliance at the established date, a 25-basis point step-up to the interest rate after the review date will be applied until maturity. |
| ● | In addition, through the Sustainability-Linked Framework, we are committed to obtaining the Airport Carbon Accreditation (“ACA”) Level 2 for the Monterrey, Culiacán, Ciudad Juárez, Chihuahua, and Mazatlán airports by 2025. |
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On March 10, 2023, the Company issued Ps.640,000 thousand in 3.4-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2023 Sustainability-Linked Variable-Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of 28-day TIIE plus 22 basis points. The principal amount will be repaid at maturity on July 24, 2026. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.1,200,000 thousand principal amount outstanding under our short-term loans. The notes received ratings of Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance. The issuance is based on the Sustainability-Linked Framework issued in March 2022, and in the event sustainability objectives are not met by 2025, an additional 0.2% of the principal amount of the notes outstanding will be applied at maturity.
On March 10, 2023, the Company issued Ps.2,560,000 thousand in 7-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2023 Sustainability-Linked Fixed-Rate Notes Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 10.26%. The principal amount will be repaid at maturity on March 1, 2030. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.1,200,000 thousand principal amount outstanding under our short-term loans and for other corporate purposes. The notes received ratings of Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the time of issuance. The issuance is based on the Sustainability-Linked Framework issued in March 2022, and in the event the sustainability objectives are not met, a 25-basis point step-up to the interest rate after such review date will be applied until maturity. The principal covenants and the events of default under the indenture pursuant to which these notes (and the respective 2023 Sustainable-Linked Variable Rate Notes Indenture) were issued are substantially similar to those under the 2021 Notes Indentures.
As of the date of this annual report, we are in compliance with these covenants, and no event of default has occurred or is continuing.
Total Indebtedness
The following table sets forth our total indebtedness at the closing of each of the periods indicated:
As of December 31, |
| Indebtedness | |
| (in thousands of pesos) | ||
2021 | Ps. | 4,996,622 | |
2022 | Ps. | 8,984,336 | |
2023 | Ps. | 10,676,708 | |
Derivative Financial Instruments
As of December 31, 2023, we were not party to and did not hold any financial derivative instrument.
Other Restrictions
As of December 31, 2023, restrictions imposed by debt instruments did not have any impact on our ability to fulfill our capital and cash obligations.
Principal Treasury Policies and Procedures
The operation of the treasury department is based on various policies, with which we were in compliance as of December 31, 2023. The most significant policies currently in effect are as follows:
| ● | Investments in Financial Instruments. The Company shall invest its cash balance in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following: |
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| ● | The Company shall invest in instruments with a minimum credit rating of MxAA in Mexico or its equivalent from a recognized rating agency. |
| ● | The investment period shall never exceed 180 days. |
| ● | No more than 50% of consolidated cash shall be invested in a single financial institution. |
| ● | The financial institution with which the investment is made shall be recognized in the Mexican market and registered with the CNBV and shall have had positive earnings for the past three years and a minimum credit rating of MxA in Mexico or its equivalent from a recognized rating agency. |
| ● | Investments in Foreign Financial Instruments. The Company shall invest its cash balance in U.S. dollars in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following: |
| ● | Company shall invest in financial institutions recognized by the laws under the regulation of the United States, and by the Federal Reserve (FED), a minimum shareholders’ equity of U.S.$500 million, a minimum unsecured credit rating of A2 (Global rating) by Moody’s or A (global rating) by Standard and Poor’s. |
| ● | The Company shall invest in instruments like certificates of deposit, checkbook deposits, checking accounts or money market funds with the highest credit rating from Moody’s or Standard and Poor’s through an investment account of the Foreign Financial Institution Authorized. |
| ● | The investment period shall never exceed 90 days. |
| ● | Indebtedness. The Company shall comply with any debt restrictions established in its debt agreements or in related parties debt agreements that include any restriction on the Company’s debt level. |
| ● | Derivative Financial Instruments. The Company may only invest in derivative financial instruments that are strictly for coverage, with the objective of setting maximum financial costs and established on a national value. The derivative financial investments shall be tested for effectiveness, the type of coverage shall be designated, and calculations of the Value at Risk or its equivalent will be validated with a third party. The counterparty shall have a minimum risk rating of MxAA in Mexico or the equivalent international risk rating from a recognized rating agency. |
| ● | Related-Party Transactions. Related-party transactions shall be entered into on market terms in accordance with the opinion of an external expert. Related-party transactions that exceed Ps.1,500 thousand in a single transaction or Ps.10,000 thousand in a series of transactions shall be authorized by the Board of Directors. |
| ● | Loans Between Affiliates. Loans between affiliates shall only be vertical (from the holding company to its subsidiaries and from a subsidiary to the holding company) and never horizontal (between subsidiaries). Such loans shall be made at market rates and within the parameters established in annual price and transfer studies. |
| ● | Payment to Service Providers. Payment to service providers shall be made within 30 calendar days after the date of receipt of the bill; provided that there may be special cases in which this period is shortened or lengthened. |
| ● | Share Repurchase. The Company carries out repurchases of its shares in compliance with various policies, including, but not limited to: (i) being up-to-date on payment of cumulative dividends for Series BB shares, (ii) being up-to-date on payment of obligations derived from debt instruments |
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| registered with the Mexican National Registry of Securities, (iii) purchasing shares at market price, except with regard to public offerings or auctions authorized by the CNBV and (iv) ensuring that there are no relevant events that have not been disclosed to the investing public. |
Capital Management Policy
We have developed a Capital Management Policy aimed at reaching and maintaining a solid capital base, which allows us to achieve our growth objectives, comply with our investment commitments and provide confidence to our stakeholders. Based on such policy, we seek to:
| ● | Reduce our weighted average cost of capital by pursuing an optimal combination of debt and equity. |
| ● | Maintain a credit rating of at least AA- on national scale or its equivalent. |
| ● | Maintain adequate and sufficient liquidity levels that allow us to comply with our operating and investments needs. |
Our Board of Directors, with prior recommendation of the Audit Committee will review and approve any transaction that (i) modifies our capital structure or the capital structure of any of our subsidiaries and (ii) that is outside the normal course of operations. Additionally, our Board of Directors, with prior recommendation of the Audit Committee, will review and approve any of the following transactions (whether carried out simultaneously or successively), which are intended to be executed by us or any of our subsidiaries within a fiscal year and their amount results, based on consolidated financial information of the previous quarter, in any of the following:
| ● | Execution of guarantees or assumption of liabilities, either through direct credits, financial leases, bonds, obligations or other trading securities, for an amount equal or greater to 5% of our consolidated total assets, or U.S. $40,000 thousand. |
| ● | As a result of the transactions, the net debt to Adjusted EBITDA (EBITDA less construction revenue plus construction expense and major maintenance provision) ratio, calculated using the added amount of the last twelve months, exceeds 3.0 times. |
Principal Uses of Capital
Resources
Our capital resources are mainly used to comply with the Master Development Programs (which include capital expenditures, major maintenance and other expenditures) and to invest in other capital expenditures necessary to accommodate the growth of our business.
The following table details our actual expenditures made during 2021, 2022 and 2023 and their classification in our consolidated financial statements for such periods:
For the Year Ended December 31, | ||||||
| 2021 |
| 2022 |
| 2023 | |
(in thousands of pesos) | ||||||
Capital expenditures pursuant to master development programs |
| 1,788,903 |
| 2,649,423 |
| 2,898,000 |
Other capital expenditures |
| 121,638 |
| 237,864 |
| 318,794 |
Total capital expenditures |
| 1,910,541 |
| 2,887,287 |
| 3,216,794 |
Expenditures made for major maintenance(1) |
| 203,042 |
| 397,963 |
| 421,522 |
Other expenditures pursuant to master development programs |
| 3,595 |
| 5,533 |
| 5,560 |
Expenditures pursuant to master development programs and other capital expenditures(2) |
| 2,117,178 |
| 3,290,783 |
| 3,643,876 |
(1) | Amounts represent cash outlays for major maintenance, which are provisioned in our major maintenance provision. |
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(2) | The amounts disclosed in this table refer to increases in our investments in capital assets and represent both actual cash expenditures and capital additions, which are included in our accounts payable as of the end of each period, as the cash required for the capital additions has not yet been expended. |
In 2021, 2022 and 2023, we spent Ps.1,910,541 thousand, Ps.2,887,287 thousand and Ps.3,216,794 thousand, respectively, on capital expenditures, principally in connection with works to improve our terminal and operating infrastructure. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our short and long-term liquidity needs.
We currently intend to fund our commitments pursuant to the Master Development Programs, other capital expenditures and working capital required by our business operations through cash flows generated from our operations and through the issuance of additional debt as deemed necessary by our management to comply with our obligations under the Master Development Programs. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”
Share Repurchase Program
On July 7, 2020, our shareholders authorized an increase of the share purchase reserve to Ps.1,500 million and the use up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2020 results. On April 21, 2021, our shareholders authorized the use of an amount of up to Ps.1,500 million for the repurchase of Series B shares until the next annual shareholders’ meeting approved the 2021 results. On April 22, 2022, our shareholders authorized the establishment of the share purchase reserve of Ps.1,500 million and the use of up to such amount for the repurchase of Series B shares until the next annual shareholders’ meeting approved the 2022 results. On April 21, 2023, our shareholders authorized the establishment of the share purchase reserve of Ps.1,500 million and the use of up to such amount for the repurchase of Series B shares until the next annual shareholders’ meeting approves the 2023 results. On April 26, 2024, our shareholders authorized the establishment of a share purchase reserve of Ps.1,500 million, to be used for the repurchase of Series B shares until the next annual shareholders’ meeting approves the 2024 results.
Our share repurchase program started in October 2007. The operation of our share repurchase program generates cash inflow and cash outflow depending on the nature of the transaction (buying or selling). For the year ended December 31, 2021, the share repurchase program resulted in a cash outflow of Ps.474,852 thousand, for the year ended December 31, 2022, the share repurchase program did not generate any cashflow, and for the year ended December 31, 2023 the share repurchase program did not generate any cashflow. On December 31, 2021, 2022 and 2023 the number of repurchased shares in treasury amounted to 3,942,131, 3,942,131 and 3,942,131 respectively.
Critical Accounting Policies and Estimates
See Note 4 and Note 5 to our consolidated financial statements for a description of our material accounting policies and estimates.
Item 6. Directors, Senior Management and Employees
Directors
Our Board of Directors is responsible for the management of our business. Pursuant to our bylaws, our Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected or re-elected at the annual shareholders’ meeting. Under the Mexican Securities Law (Ley del Mercado de Valores) and our bylaws, at least 25% of our directors must be independent.
Our bylaws provide that (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical
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Assistance Agreement, and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).
At the shareholders’ meeting held on April 21, 2021, our shareholders approved the Annual Report for 2020 prepared by the Chief Executive Officer; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees; the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2021 results.
At the shareholders’ meeting held on April 22, 2022, our shareholders approved the Annual Report for 2021 prepared by the Chief Executive Officer; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees; the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2022 results.
At the shareholders’ meeting held on November 30, 2022, our shareholders approved and/or were notified of (i) the resignation submitted by Diego Quintana Kawage, Guadalupe Phillips Margain, Rodrigo Antonio Quintana Kawage, José Bernardo Casas Godoy, Próspero Antonio Ortega Castro and Christian Whamond as members of the Board of Directors, (ii) the appointment of Nicolas Notebaert, Olivier Mathieu and Rémi Maumon de Longevialle as members of the Board of Directors appointed by the Series “BB” shareholders, and (iii) the appointment of Pierre-Hugues Schmit, Eric Delobel and Emmanuelle Huon as new members of the Board of Directors by the shareholders of the Series “B” shares.
At the shareholders’ meeting held on February 13, 2023, our shareholders approved the payment of a dividend in favor of the Company´s shareholders against the balance of the Company´s following Tax Profit Account.
At the shareholders’ meeting held on April 21, 2023, our shareholders approved the Annual Report for 2022 prepared by the Chief Executive Officer; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees, as well as the appointment of Alejandro Ortega Aguayo as Chairman of the Audit Committee in lieu of Martin Werner Wainfeld; the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approves the 2023 results.
At the shareholders’ meeting held on April 26, 2024, our shareholders approved and/or were notified of (i) the resignation submitted by Eric Delobel, Ricardo Maldonado Yáñez and Alejandro Ortega Aguayo as members of the Board of Directors, (ii) the appointment of Guillaume Dubois, Katia Eschenbach and Katya Somohano Silva as members of the Board of Directors appointed by the Series “B” shareholders, the reelection of the rest of the members of the Board of Directors and its Committees, (iii) payment of a cash dividend of Ps.4,250 million, (iv) the Annual Report for 2023 prepared by the Chief Executive Officer, (v) the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; and (vi) the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approves the 2024 results.
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The following table lists the members of the Board of Directors effective on April 29, 2024, along with their titles, dates of appointment and ages:
Name | Nationality | Title | Director Since | Age | |||||
|---|---|---|---|---|---|---|---|---|---|
Nicolas Notebaert* | French | Chairman and Director | November 30, 2022 | 54 | |||||
Rémi Maumon de Longevialle* | French | Director | November 30, 2022 | 39 | |||||
Olivier Mathieu* | French | Director | November 30, 2022 | 50 | |||||
Pierre-Hugues Schmit | French | Director | November 30, 2022 | 46 | |||||
Guillaume Dubois | French | Director | October 18, 2023 | 48 | |||||
Emmanuelle Huon | French | Director | November 30, 2022 | 43 | |||||
Katia Eschenbach | Mexican and German | Independent Director | October 26, 2023 | 52 | |||||
Martin Werner Wainfeld | Mexican | Independent Director | April 23, 2018 | 60 | |||||
Luis Solórzano Aizpuru | Mexican | Independent Director | April 23, 2018 | 51 | |||||
Katya Somohano Silva | Mexican and Spanish | Independent Director | April 26, 2024 | 49 | |||||
Federico Patiño Márquez | Mexican | Independent Director | July 7, 2020 | 69 |
* Appointed by SETA
Nicolas Notebaert. Mr. Nicolas Notebaert is a member of the VINCI Group Executive Committee and serves as CEO of VINCI Concessions, and as President of VINCI Airports. Mr. Nicolas Notebaert oversees a network of transport infrastructures in over 22 countries, including more than 70 airports and 30 road infrastructures and a number of railway projects among which the South Europe Atlantique high-speed line between Tours and Bordeaux. As President of VINCI Airports, leads prominent projects globally, serving as a board member for London Gatwick, Aeroportos de Portugal (ANA) and Kansai Airports (Japan), and as Chairman of the Board of Cambodia Airports. Mr. Nicolas Notebaert joined the VINCI Group in 2002 as Head of Operations for the French road concession Cofiroute, before being appointed Director of Business Development for VINCI Concessions France in 2004. In February 2008, he became President of VINCI Airports, and CEO of VINCI Concessions in 2016. Prior to joining the VINCI Group, he held various positions in the French Ministry of Public Works and served as a cabinet member of the French Minister for Transportation and Infrastructure. Nicolas Notebaert started his career in 1994 as a consultant to the World Bank. Nicolas Notebaert is a graduate of Ecole Polytechnique (X 89) and Ecole Nationale des Ponts et Chaussées (Ponts 94).
With his experience and leadership as CEO of VINCI Concessions and President of VINCI Airports, the world’s first private airport operator, Mr. Notebaert holds executive management strategic positions in prominent projects worldwide and oversees a network of world-class transport infrastructures.
With over 30 years of experience, Mr. Notebaert, Chairman of the Board of Directors, provides strategic and financial direction, fosters commercial development, and compliance with governance standards.
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Rémi Maumon de Longevialle. Mr Mr. Rémi Maumon de Longevialle is the current Chief Financial Officer of VINCI Airports. Since 2021, he is also monitoring VINCI Airports’ involvement in Costa Rica. He began his career as a member of the PPP and Project Finance team at PWC in Paris for two years. He joined VINCI in 2012 as a Project Manager in the Structured Finance team of VINCI Concessions, where he participated in the structuring and negotiation of the financing of major infrastructure projects in Europe and Latin America (freeways, railroads and stadiums). In 2014, Mr. Rémi Maumon de Longevialle joined the Development team of VINCI Airports as Project Manager where, from 2015 to 2016, he successfully managed the bidding, closing and operational takeover of the Kansai airports in Japan. He was then appointed Project Manager in charge of the Middle East and Central Asia regions, where he managed several airport acquisition projects, until he was appointment as Chief Financial Officer of VINCI Airports in 2018. Mr. Rémi Maumon de Longevialle is a graduate of the École Polytechnique and ENSAE and has also a Master of Public Affairs from Sciences-Po Paris.
Mr. Rémi Maumon de Longevialle contributes to the Board with his global expertise in the financial and infrastructure sectors, accrued over a career spanning more than fifteen years. He offers insights into risk management, finance, financial management, and corporate strategy.
Olivier Mathieu. Mr. Olivier Mathieu serves since 2012 as the Executive Vice President of VINCI Concessions. He began his career in 1995 as an adviser to the Chief Financial Officer of VINCI. He then successively became management controller at G+H Montage (VINCI Group – Germany), Chief Financial Officer of Sogea-Satom (Africa branch of VINCI Construction) and Chief Administrative and Financial Officer of VINCI Construction Filiales Internationales (Africa, Overseas France, Germany, Central Europe). Mr. Olivier Mathieu holds an MBA of the ESSEC.
With over 30 years of direct involvement in top management positions in the field of infrastructure development industry, and as Executive VP/CFO of VINCI Concessions, Mr. Olivier Mathieu provides support to the Company in strategic planning to optimize its performance.
Guillaume Dubois. Mr. Guillaume Dubois is Technical Director of Vinci Airports and Hydrogen, Safety and Program Management Referent for VINCI Concessions since August 2023. Mr. Dubois joined the VINCI Group in 2015 and previously held positions as Technical and Operations Director of VINCI Highways, Director of Asset Management in North America for VINCI Highways, and CEO of the Regina Bypass Project. Prior to VINCI, he held different senior management positions at the Bouygues Group. Mr. Dubois is a graduate of the École Nationale des Ponts de Chaussées (1999).
Mr. Dubois brings executive management experience in transportation infrastructure to the board, having served as CEO for concession projects across multiple countries, including Jamaica, the United States, and Canada. His knowledge of health, safety, and environmental regulations and understanding of technical airport operations ensure a strong focus on safety standards and environmental sustainability within the board’s oversight. With a track record of supervising projects on five continents and serving on various boards, Mr. Dubois offers insights into global project dynamics and governance. His infrastructure development and program management expertise further enhances the board’s ability to assess project feasibility and address potential challenges.
Pierre-Hugues Schmit. Mr. Pierre-Hugues Schmit joined VINCI Airports in June 2017 where he supervises the airport business expertise on air service development, cargo, extra aeronautical activities and airport operations. Mr. Schmit graduated from École Polytechnique (Paris) in 2001 and the French National University of Civil Aviation (ENAC in Toulouse) in 2003. Mr. Schmit has also spent one year in UC Berkeley as graduate student in transportation engineering. After 7 years working for the French Civil Aviation Authority, Mr. Pierre-Hugues Schmit worked as an advisor to the French Transportation Minister (2010-2012). He then joined Aéroports de Paris as deputy director of the Le Bourget division. From 2014 to 2017 he was EVP at La Compagnie, a scheduled airline based in Paris delivering business class services to New York, which he had co-founded along with three partners.
With over 20 years of professional experience across the aviation industry, in different roles, organizations, and geographies, Mr. Pierre-Hugues Schmit provides the Board of Directors with aviation and airports operational, commercial and management expertise. Having served for over six years as director for various VINCI Airports ventures across three continents, Mr. Pierre-Hugues Schmit brings relevant experience and a strategic vision to international airport executive management.
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Emmanuelle Huon. Ms. Emmanuelle Huon joined VINCI Airports in July 2015 as Senior Legal Counsel and has been Legal Manager at VINCI Concessions since 2021. She has extensive experience working in the field of airports and highways concessions and utilities projects. She led the legal tranche of the acquisitions of Aeropuertos Dominicanos Siglo XXI (Aerodom) in Dominican Republic and Airports Worldwide portfolio in the US, Costa Rica and Belfast. She previously worked as Senior Legal Counsel at Airbus Defence and Space and at SUEZ in the field of water and waste treatment concessions projects. Ms. Huon holds a Master Degree in International Business Law from the University of Burgundy and a Master Degree in Contracts from the University of Nantes (2004).
Ms. Emmanuelle Huon has accumulated vast experience in over 20 years of professional activity in the field of concessions, corporate affairs, mergers and acquisitions. She has given legal professional support to several companies (in a wide range of sectors including transport and infrastructure, aerospace and defense) in international project development and cross border issues. Ms. Emmanuelle Huon provides the Board of Directors with guidance around legal and regulatory matters.
Katia Eschenbach. Ms. Katia Eschenbach is a senior executive with over 25 years of experience in business development, trading, and general management. She is known for her strategic leadership skills and expertise in profitability, team building, and P&L management. From 2010 to 2023, Ms. Eschenbach served as the CEO of Trafigura Mexico, where she managed the oil and gas trading business for Mexico and Costa Rica, focusing on establishing short- and long-term commercial strategies, implementing infrastructure, and leading M&A processes. Prior to her role at Trafigura Mexico, Ms. Eschenbach worked as a Trading Manager at PEMEX International. Ms. Eschenbach is an independent member of the board of directors and member of the audit, practices, and financing committees of Fibra Prologis. Ms. Eschenbach holds a Master of Science in Business Management from the London School of Economics and a Bachelor of Arts in Economics from the Instituto Tecnológico Autónomo de México. She is fluent in Spanish, English, and German.
Ms. Eschenbach has over 25 years of experience in regulated sectors and a background in overseeing health and safety processes during the construction of infrastructure for crude processing units and hydrocarbon distribution terminals.
Martin Werner Wainfeld. Dr. Martin Werner Wainfeld is the founding partner of DD3 Capital Partners, an investment and advisory firm based in Mexico City. Dr. Werner was co-head of the Investment Bank for Latin America and General Director of Goldman Sachs in Mexico from 2000 to 2016. Previously, he was Undersecretary of Finance in Mexico for the period 1997-1999. He was in charge of the restructuring of Mexico’s external public debt after the 1994- 1995 financial crisis. Dr. Werner has 16 years’ experience in investment banking and participated in more than ninety merger and acquisition and financing transactions. He is a member of the Advisory Board of the Yale University Business School and a member of the board of directors of Betterware. Dr. Werner holds an economics degree from the Instituto Tecnológico Autónomo de México (ITAM) and a Ph.D. in economics from Yale University.
Dr. Werner brings executive management expertise, with decades of experience as the founding partner of DD3 Capital Partners, and in his director roles at Goldman Sachs Mexico. He also has an extensive professional career in financial management, mergers and acquisitions, and financing transactions for the Mexican government.
Luis Solórzano Aizpuru. Mr. Solórzano is Chief Executive Officer and Founding Partner of Acamar Partners. Mr. Solórzano has over 20 years of investment experience across various sectors. Mr. Solórzano has previously served on the boards of various public and private companies, including Shift Technologies, CarLotz, Inc., Acamar Partners Acquisition Corp II, Grupo Aeroportuario del Centro Norte, Acamar Partners Acquisition Corp I, Dufry, Latin American Airport Holdings, Aerodom, InverCap Holdings, and Viakem. Mr. Solórzano began his career with BankBoston Capital, where he spent 4 years making private equity investments and corporate loans across Latin America. In 2001, Mr. Solórzano joined Advent International becoming a partner and Managing Director in 2008. He served as Chairman of the Latin America’s Investment Committee from 2013 to 2017. During his tenure at Advent, Mr. Solórzano participated in various investments and management activities encompassing various of Advent’s private equity funds. He played a leading role in 15 investment transactions in various sectors, including retail and consumer, financial services, industrials, information technology and infrastructure. Mr. Solórzano also played a significant role in supporting portfolio companies in the design and implementation of various strategic, operating and financial value creation initiatives. Mr. Solórzano served as Chief Executive Officer and director of Acamar Partners Acquisition Corp I from its
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inception in November 2018 until the successful completion of its business combination with CarLotz, Inc., a leading consignment-to-retail used vehicle marketplace. Mr. Solórzano graduated with a degree in Economics (cum laude) from the Instituto Tecnológico Autónomo de Mexico (ITAM) and an MBA from Harvard Business School.
Mr. Solórzano brings expertise to the Board of Directors with over 25 years of experience holding executive positions in investing and developing public and private companies across diverse sectors and geographies. Throughout his professional experience, he has assisted businesses and management teams in corporate strategic and financial decision-making, overseeing overall growth initiatives, and implementing operational improvements. He has been involved in investments in numerous airport concession and airport-related businesses, both in Mexico and internationally.
Federico Patiño Márquez. Mr. Patiño has over 30 years of experience in the financial sector. From 2015 to 2018 he was Chief Executive Officer of Grupo Aeroportuario de la Ciudad de Mexico (GACM) responsible for the construction of the New Mexico City International Airport. Previously, he served as Chief Financial Officer of GACM. During this period, he was responsible for the financing of the new airport project. From 1980 to 2008, he served at Nacional Financiera (NAFIN), the Mexican Development Bank, where he held various positions, including NAFIN representative in Washington D.C., New York, and London UK, and was later General Director of Credit, General Director of Treasury, General Director of Regional Development and General Director of Investment Banking. In 2006 he was responsible for the creation of the Mexican Capital Investment Corporation (CMIC), with the purpose of promoting the development of Private Equity Funds in Mexico. Mr. Patiño was also the founder of the National Infrastructure Fund (FONADIN) from 2008 to 2012 with the purpose of promoting Public Private Partnerships (PPPs) in Mexico, as well as assisting in preparing the Mexican PPP Law (Ley de Asociaciones Público Privadas). Mr. Patiño is a member of the Board of Directors of Aktiva Capital and Club Marinazul.
Mr. Patiño has over 40 years of experience in the infrastructure financing sector, including over 20 years in the airport development, financing, and management sector. His expertise extends to both the public and private sectors, granting him a profound understanding of the infrastructure development industry and the skills needed to manage and develop megaprojects such as the New Mexico City Airport and the securitization of toll roads, as well as dealing with multiple bondholders and stakeholders.
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Katya Minerva Somohano Silva. Ms. Katya Minerva Somohano serves as Planning and Sustainability Director at Iberdrola Mexico since June 2022. Ms. Somohano previously served as Energy and Sustainability Director at DEACERO from 2019 to 2022. In 2014 she joined Comisión Federal de Electricidad (CFE), the state-owned electric utility of Mexico, where she served as Head of the Investment Promotion Unit (2014-2016) and as Chief Executive Officer of CFE Calificados, a subsidiary of CFE, from 2016 to 2018. She also served as General Director of Hydrocarbons Boards for the Mexican Ministry of Energy from 2013 to 2014. On April 18, 2024, Ms. Somohano Silva was appointed as CEO of Iberdrola Mexico. Ms. Somohano’s experience in the infrastructure sector includes having been Project Manager at Impulsora de Desarrollo Económico para América Latina (IDEAL). Ms. Somohano holds a Master of Laws (LL.M.) from the University of Cambridge, and a Law Degree with Honors from Universidad Nacional Autónoma de México (UNAM).
Ms. Katya Minerva Somohano has executive experience in the energy, steel and infrastructure industries. She has a professional career in legal and regulatory compliance and experience in infrastructure development, having participated in numerous tenders and public-private partnerships in water, energy health and road infrastructure in Mexico and Latin America.
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Skill and Qualification Matrix
We created a Skill and Qualification Matrix by analyzing various companies in Mexico and internationally, including VINCI. We also consulted recommendations from proxy advisors such as ISS and Glass Lewis. To develop the matrix, we designed a biography template and used it to collect information from the Board members. The resulting table highlights the skills and qualifications of each Board member.
Name \ Category | Executive Management | Financial Management | Health & Safety | Legal/ Regulatory Compliance | Environmental and/or Social | Commercial, Marketing, and/or Customer Service | Airports or/and Concession Operations & Management | Infrastructure Development | Current Listed Company Board of Directors Participation |
Nicolas Notebaert | ☑ | ☑ | ☑ |
| ☑ | ☑ | ☑ | ☑ |
|
Rémi Maumon de Longevialle | ☑ | ☑ |
|
|
|
| ☑ | ☑ |
|
Olivier Mathieu | ☑ | ☑ |
|
|
|
| ☑ | ☑ |
|
Pierre-Hugues Schmit | ☑ |
|
|
|
| ☑ | ☑ |
|
|
Guillaume Dubois | ☑ |
| ☑ |
| ☑ |
|
| ☑ |
|
Emmanuelle Huon | ☑ |
|
| ☑ |
|
| ☑ |
|
|
Katia Eschenbach | ☑ | ☑ | ☑ | ☑ |
| ☑ |
| ☑ | ☑ |
Luis Ignacio Solórzano Aizpuru | ☑ | ☑ |
|
|
|
| ☑ |
|
|
Federico Patiño Márquez | ☑ | ☑ |
| ☑ | ☑ | ☑ | ☑ | ☑ |
|
Martin Werner Wainfeld | ☑ | ☑ |
|
|
| ☑ |
| ☑ | ☑ |
Katya Somohano Silva | ☑ |
| ☑ | ☑ | ☑ |
|
| ☑ |
|
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Executive Officers
Pursuant to our bylaws, the holders of Series BB shares are entitled to nominate and propose the removal of our chief executive officer and to appoint and remove our chief financial officer, our chief operating officer and our commercial director. The Series BB Directors are also entitled to appoint half of our executive officers, which appointment must be made in accordance with the Technical Assistance Agreement and the guidelines approved by our Board of Directors.
The following table lists our executive officers, their current position and their date of appointment as an executive officer.
Name | Current Position | Executive | Age | |||
Ricardo Dueñas Espriu | Chief Executive Officer | November 12, 2018 | 43 | |||
Ruffo Pérez Pliego del Castillo | Chief Financial Officer | April 3, 2018 | 47 | |||
Adriana Díaz Galindo | General Counsel | June 1, 2018 | 53 | |||
Enrique Navarro Manjarrez | Chief Operating Officer | April 26, 2018 | 64 | |||
Alvaro Leite | Chief Commercial Officer | May 29, 2023 | 44 | |||
Enrique Chacón Tinajero | Infrastructure and Maintenance Director | June 12, 2018 | 50 |
(1) | Date appointed. |
Ricardo Dueñas Espriu has served as our Chief Executive Officer since November 2018. Prior to joining us, Mr. Dueñas served in various capacities in the airport and infrastructure sectors, including as Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México and as an advisor in infrastructure projects at the Ministry of Communications and Transportation. As Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México, he was responsible for securing more than eight billion U.S. dollars in financing. Previously, he worked for JP Morgan’s Investment Banking Division in London focusing on emerging markets. Prior to that, he worked as an analyst for economic research at the Central Bank of Mexico. He has also worked as a hedge fund analyst based in New York, as an advisor to the Mexican Delegation to the OECD in Paris and as a part-time lecturer at Instituto Tecnológico Autónomo de México (ITAM). In 2004, he received the IMEF National Prize of Economics. He has also been a board member in several companies in the transportation sector. Mr. Dueñas Espriu holds an economics degree, cum laude, from ITAM, a Master’s in Business Administration from Harvard Business School and a Master’s in Public Administration from Harvard Kennedy School.
Ruffo Pérez Pliego del Castillo has served as our Chief Financial Officer since April 3, 2018. Mr. Pérez Pliego has more than 20 years of experience in the areas of corporate finance, debt and equity placements, and mergers and acquisitions. Prior to joining us, Mr. Pérez Pliego served as Chief Financial Officer and Chief Executive Officer of Latin American Airports Holdings Ltd., which, during his tenure, owned Aerodom, a concessionaire of six airports in the Dominican Republic, and Inmobiliaria Fumisa, which leased substantially all the commercial spaces in the international wing of Terminal 1 of the Mexico City International Airport. Previously, Mr. Pérez Pliego worked for nine years in the investment banking division of Credit Suisse. Mr. Pérez Pliego holds a B.A. from Instituto Tecnológico Autónomo de México (ITAM) and a Master’s in Business Administration from Harvard Business School.
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Adriana Díaz Galindo has served as our General Counsel since June 2018. Prior to joining us, Ms. Díaz Galindo was Legal Director of Finance and Administration at Grupo Televisa and Legal Director for Interprotección, Agente de Seguros y de Fianzas, S.A. de C.V., among other positions. Ms. Díaz Galindo has a law degree from the Universidad Iberoamericana and has completed post graduate studies in Corporate Law, Tax Law and Foreign Trade from the Instituto Tecnológico Autónomo de México (ITAM) in Mexico City.
Enrique Navarro Manjarrez has served the Company since May 2004. Prior to his appointment as Chief Operating Officer, Mr. Navarro Manjarrez served as Director of the Monterrey airport since 2013. Previously, he was the Administrator of the airports of Ciudad Juárez and Mazatlán. Prior to joining the Company, Mr. Navarro Manjarrez was Promotions Manager for Casa de Bolsa Probursa, Director of Investments and Projects for Grupo Chihuahua, Regional Administrator for Tax Audit in the Secretariat of Finance and Public Credit, and Director of Economic Studies for the Government of the State of Nuevo León. He holds a Bachelor’s degree in economics from the Universidad Anáhuac, a Master’s in Economic Development and Corporate Finance from Boston University, and has completed studies for a Doctorate in business administration at the Swiss Management Center University. In addition, he has taken courses in airport management and development offered by Aéroports de Paris and has a diploma in senior management from the IPADE business school. He has taught courses at the Universidad Anáhuac, the Instituto Tecnológico y de Estudios Superiores de Monterrey and the Universidad de Monterrey.
Alvaro Leite Alvaro Leite has served as our Chief Commercial Officer since 2023. Prior to joining the Company, Mr. Leite served as the Global Aviation Development Director at VINCI Airports from 2021 to 2023. Previous to that, Mr. Leite was the Chief Commercial Officer and ExCom Member of Aerodom from 2017 to 2021. He also served as the Project Director for VINCI Airports from 2014 to 2017. Mr. Leite has participated in over 80 airport tender processes for airport concessions, such as the successfully awarded concessions of Osaka Airports, Aerodom, Santiago Airport, Salvador Airport, Lyon Airport, OMA, and Cape Verde Airports. He formerly worked for nine years at Porto Airport, where he was responsible for the aviation development. Mr. Leite holds an International MBA from the Universidade Catolica Porto/ESADE Barcelona. Additionally, Mr.Leite is a Board Member of Guanacaste Airport in Costa Rica.
Enrique Chacón Tinajero has served as our Infrastructure and Maintenance Director since June 2018. Prior to joining the Company, Mr. Chacón Tinajero was director of urban construction projects at Grupo ICA from 2011 to 2018. With more than 20 years of experience in the design, construction, and management of infrastructure, Mr. Chacón Tinajero began his professional career in 1998 at ICA, holding positions in the International and Urban Construction divisions. He is a civil engineering graduate of the Universidad Autónoma de Chihuahua and has taken courses for a Masters in Construction Management at the Universidad Iberoamericana. In addition, he is certified by the American Concrete Institute as a Supervising Inspector for concrete works and has taken numerous specialized courses in the construction field.
The business address of our directors and executive officers is our principal executive headquarters.
Compensation of Directors and Executive Officers
For 2023, the aggregate compensation earned by our 19 officers (including executive officers and airport administrators) was Ps.101,166 thousand.
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None of our directors or executive officers are entitled to benefits upon termination under their service contracts with us, except for what they are entitled to receive upon termination pursuant to Mexican Federal Labor Law. Additionally, we have not made personal loans to our directors or executive officers and do not have a stock option plan or any equivalent plan.
During 2021, we terminated the defined contribution plan for employees in our subsidiary Servicios Aero Especializados del Centro Norte, S.A. de C.V. and for each of our airport administrators. Our total contributions to these plans amounted to Ps.725 thousand in 2021.
In October 2022, the SEC adopted rules, pursuant to Section 10D-1 of the Securities Exchange Act of 1934, as amended, requiring national securities exchanges such as Nasdaq, to require listed companies to adopt a written compensation recovery (clawback) policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by the Chief Executive Officer and certain other “executive officers” as defined in Rule 10D-1(d) under the Exchange Act. In February 2023, Nasdaq published a proposal to amend its listing rules, which was approved by the SEC and became effective on October 2, 2023. Issuers listed on Nasdaq and NYSE were required to adopt SEC-compliant clawback policies by December 1, 2023. On October 26, 2023 our Board of Directors adopted the Company’s compensation recovery policy, a copy of which is attached as Exhibit 97 to this 20-F Form.
Board of Directors’ Supporting Committees
The Mexican Securities Law and our bylaws provide that the Board of Directors may receive assistance from one or more Special Committees created directly by the Board of Directors or by the chief executive officer in order to carry out the functions that the Mexican Securities Law and our bylaws assign to the Board of Directors with respect to audit and corporate practices.
Considering the importance and breadth of the matters overseen by our Special Committee, at the recommendation of our Board of Directors, at our general shareholders’ meeting held on April 16, 2013, the establishment of two committees was approved: an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee. The committees provide relevant support to the Board of Directors so that the Board of Directors may make necessary decisions.
Our bylaws provide that the Committee or Committees responsible for the Audit and Corporate Practices functions will consist exclusively of Independent Directors and that a minimum of three members shall be appointed by the Board of Directors based on a recommendation from the Chairman of the Board of Directors. Holders of the Series BB shares have the right to propose the appointment of at least one member.
The Chairman of the Board of Directors will propose at each shareholders’ meeting one of the Independent Directors as a Chairman of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, and such candidate should fulfill the requirements of independence, experience, abilities and professional prestige in accordance with Articles 25, 26 and 43 of the Mexican Securities Law.
If we are controlled by a shareholder or group of shareholders representing 50% or more of our capital stock, the committee that conducts the Corporate Practices functions will be formed by a majority of Independent Directors.
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Audit Committee
The Audit Committee, which is responsible for the Audit Functions and consists exclusively of Independent Directors, has the following responsibilities: (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.
The Chairman of the Audit Committee shall present an annual report to our Board of Directors with respect to the findings of the Audit Committee, which shall include (i) the status of the internal controls and internal audits and any deviations therefrom and deficiencies thereof, taking into consideration the reports of external auditors and independent experts, (ii) the results of any preventive and corrective measures taken based on results of investigations in respect of non-compliance of operating and accounting policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our financial statements and those of our subsidiaries, (v) the description and effects of changes to accounting policies, (vi) the measures adopted as result of observations of shareholders, directors, executive officers and third parties relating to accounting, internal controls and internal or external audits and (vii) compliance of shareholders’ and directors’ resolutions.
The current members of the Audit Committee are Katia Eschenbach as Chairman of the Committee, Martin Werner Wainfeld, and Federico Patiño Márquez.
Corporate Practices, Finance, Planning and Sustainability Committee
The Corporate Practices, Finance, Planning and Sustainability Committee, which is responsible for the Corporate Practices, Finance, Planning and Sustainability Functions, has the following responsibilities: (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meetings; (iv) assisting the board in the preparation of annual reports and other reporting obligations; (v) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (vi) evaluating and opining on the investment and financing policies of the Company that the chief executive officer proposes; (vii) opining on the premises of the annual budget and the following of its application, such as its control system; (viii) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (ix) evaluating whether the investment and financing policies are consistent with the strategic plan of the Company; and (x) evaluating whether the financing projects are consistent with the strategic plan of the Company.
The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall prepare an annual report to our Board of Directors with respect to the findings of this Committee, which shall include (i) observations with respect to relevant directors and officers, (ii) the transactions entered into with related parties, (iii) the remunerations paid to directors and officers and (iv) any permissions granted for a director or officer to take advantage of a business opportunity.
The current members of the Corporate Practices, Finance, Planning and Sustainability Committee are Luis Solorzano Aizpuru as Chairman of the Committee, Katia Eschenbach and Katya Somohano Silva.
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Board Diversity
The following matrix outlines the gender identity and the demographic background of the members of our board of directors in accordance with the Nasdaq rules to which we are subject:
Board Diversity Matrix (as of the date of this report) | ||||||||
Country of Principal Executive Offices: | Mexico | |||||||
Foreign Private Issuer | Yes | |||||||
Disclosure Prohibited Under Home Country Law | No | |||||||
Total Number of Directors | 11 | |||||||
Part I Gender Identity | ||||||||
| Female |
| Male |
| Non-Binary |
| Did Not | |
Directors | 3 | 8 | 0 | 0 | ||||
Part II Demographic Background | ||||||||
Underrepresented Individual Under Home Country Jurisdiction | Not Applicable | |||||||
LGTBI | Not Applicable | |||||||
Did not disclose demographic background | Not Applicable | |||||||
Employees
As of December 31, 2023, we had approximately 1,270 employees. The total number of employees increased by 1.0% in 2023, due primarily to an increase in operations at our airports, including operations in new areas at our airports. As of December 31, 2023, approximately 45.2% of our employees were unionized.
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The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each period indicated:
As of December 31, | ||||||
| 2021 |
| 2022 |
| 2023 | |
Categories of activity: |
|
|
|
|
|
|
Airport operations |
| 627 |
| 682 |
| 697 |
Airport maintenance |
| 143 |
| 145 |
| 145 |
Administration |
| 275 |
| 278 |
| 277 |
Hotel services(1) |
| 137 |
| 151 |
| 151 |
Geographic location: |
|
|
| |||
Acapulco |
| 71 |
| 72 |
| 67 |
Ciudad Juárez |
| 52 |
| 58 |
| 58 |
Culiacán |
| 62 |
| 61 |
| 63 |
Chihuahua |
| 71 |
| 75 |
| 74 |
Durango |
| 41 |
| 41 |
| 46 |
Mazatlán |
| 65 |
| 65 |
| 65 |
Monterrey |
| 252 |
| 297 |
| 290 |
Reynosa |
| 43 |
| 43 |
| 47 |
San Luis Potosí |
| 53 |
| 52 |
| 52 |
Tampico |
| 50 |
| 53 |
| 60 |
Torreón |
| 43 |
| 43 |
| 46 |
Zacatecas |
| 45 |
| 45 |
| 47 |
Zihuatanejo |
| 42 |
| 43 |
| 43 |
Corporate offices |
| 155 |
| 157 |
| 161 |
Hotel services(1) |
| 137 |
| 151 |
| 151 |
Total(2) |
| 1,182 |
| 1,256 |
| 1,270 |
(1) | Until 2020, each person was employed by our subsidiaries Servicios Corporativos Terminal 2, S.A. de C.V. and Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Collection Hotel and the Hilton Garden Inn Hotel, respectively. In 2021, each employee of each hotel previously hired by these companies was incorporated as an employee of each of the corresponding hotels. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company, and Grupo Hotelero Santa Fe, respectively. |
(2) | As of December 31, 2019 and 2020, includes 363 and 357 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 25 and 25 persons, respectively, employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries. As of December 31, 2021, we incorporated 180 employees to our subsidiaries (Servicios Aeroportuarios del Centro Norte S.A. de C.V., Servicios Complementarios del Centro Norte S.A de C.V., and OMA Logística S.A. de C.V.). Each one of the airport administrators previously hired by Servicios Aero Especializados del Centro Norte, S.A. de C.V. was incorporated as an employee of each of the corresponding airport operators. As of December 31, 2023 includes 126 persons, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., 31 persons employed by Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., 167 persons employed by OMA Logística, S.A. de C.V.; 38 persons employed by Servicios Complementarios del Centro Norte, S.A. de C.V. and 757 persons employed by the different airport companies. |
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All of our unionized employees, who are employed by our airport subsidiaries, are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services Agency, Felipe Ángeles Airport (AIFA) as well as of the three other airport groups (the Southeast Group (Grupo Aeroportuario del Sureste, S.A.B. de C.V.), the Mexico City Group (Grupo Aeroportuario de la Ciudad de México, S.A. de C.V.) and the Pacific Group (Grupo Aeroportuario del Pacífico, S.A.B. de C.V.)) operating in Mexico. Since July 2008, the labor relations with our employees are governed by a collective bargaining agreement and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. In October 2024, we will negotiate the terms and conditions of the current collective bargaining agreement. We believe that our relations with our employees are good, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico. As of December 31, 2023, our airport subsidiaries had a total of 488 unionized employees, and our hotel subsidiaries had a total of 86 unionized employees, affiliated with the National Union of Workers and Employees of the Hotel Industry (Sindicato Nacional de Trabajadores y Empleados de la Industria Hotelera) and the National Union of Workers of the Food, Soft Drinks, Tourist, Hotel, Gastronomic and related Industries (Unión Nacional de Trabajadores de la Industria Alimenticia, Refresquera, Turistica, Hotelera, Gastronómica Similares y Conexos).
We maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw the funds in their accounts on an annual basis. In 2021, 2022 and 2023, we made a total of Ps.54,512 thousand, Ps.49,368 thousand and Ps.53,161 thousand, respectively, in payments to employees’ accounts pursuant to the savings plan.
Funds in the savings plan may be used to make advances to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Ministry of Finance and Public Credit.
On January 31, 2023, we were recognized as one of the only ten Mexican companies to be included in the 2023 Bloomberg Gender-Equality Index, which distinguishes companies that excel at promoting equality, female talent development and diversity.
Item 7. Major Shareholders and Related-Party Transactions
MAJOR SHAREHOLDERS
In November 2006, a Mexican trust established by NAFIN, acting pursuant to the instructions of the Ministry Infrastructure, of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Depositary Shares, or ADSs, and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares were paid to the Mexican government. After the offering, the Mexican government ceased to be a shareholder.
On June 10, 2020, Fintech entered into a Stock Purchase Agreement with ICATEN and Bagual entered into a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps.5.47 per share for 862,703,377 shares.
On June 11, 2021, the shareholders approved the issuance of 49,766,000 unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing documents to be entered into by, among others, SETA as guarantor of the borrowers (the “Loan Facility”), in the understanding that such issuance would not cause dilution to the shareholders of the Company (the “Converted Series B Shares”). Said issuance was carried, financed through the Loan Facility entered into by, among others, SETA as guarantor of the borrowers, that used as collateral, among other things, the Series BB Shares owned by SETA.
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On July 9, 2021, Aerodrome entered into the Loan Facility with Fintech for purposes of refinancing indebtedness incurred in connection with the Tender Offer, for an aggregate principal amount of the equivalent in U.S. dollars of Ps.7,005,074,000. The Loan Facility was ultimately repaid by the borrowers, by means of a margin facility dated as of December 6, 2021 (the “Margin Facility”). The Margin Facility was secured by our Series B and Series BB Shares owned by SETA, and our Series B Shares owned by Aerodrome. On December 9, 2021, we entered into an ancillary agreement with the borrower, lenders and agent party to the Margin Facility, for purposes of acknowledging the mechanism pursuant to which the borrowers agreed to provide liquidity to SETA’s Series BB Shares in case of foreclosure of the collateral under the Margin Facility, upon an event of default under the Margin Facility. In such ancillary agreement we also agreed, among other things, (i) to issue 49,766,000 Series B Shares in the form of treasury shares, for purposes of giving effect to the conversion of any Series BB Shares granted as collateral into Series B Shares, and to maintain such shares at our treasury; (ii) to update our Series B registration with the national securities registry in Mexico to allow for the issuance of the Series B Shares maintained in treasury upon conversion of the Series BB Shares; (iii) to deposit with Indeval a share certificate representing the Series B Shares issuable upon conversion; (iv) to transfer to a trustee each and all amounts regarding any dividend or distribution paid in cash on the Series B Shares pledged into a cash collateral account held by a guaranty trust; and (v) not to exercise or give effect to any transfer restriction or preemptive or similar rights on the pledged Series B Shares and the Series BB Shares other than the existing transfer restrictions in accordance with the SEC Rule 144 and the Mexican Airport Law.
On November 30, 2022, the shareholders approved the purchase by CONCESSOC of all the equity interests in SETA and Aerodrome, which as of December 7, 2022 accounted for approximately 29.99% of the Company’s total outstanding capital stock (the “Sale”). The Sale was financed with, among other credit facilities, a loan denominated in Mexican Pesos between CONCESSOC and certain banking institutions as lenders thereto (the “Credit Facilities”), and secured by a first priority security interests in substantially all of the assets of CONCESSOC, SETA, and Aerodrome (including the Purchased Series B Shares and the Purchased Series BB Shares). The security documents for the Credit Facilities included a Mexican Share Pledge Agreement (contrato de prenda sobre acciones) by and among CONCESSOC, VINCI Airports Participations SAS and SETA as pledgors, the collateral agent as pledgee, in its capacity as Mexican collateral agent, with the appearance of SETA and the Company (the “Mexican Share Pledge Agreement”). For more information on the Mexican Share Pledge Agreement, see Exhibit 10 to Amendment Number 0001068238-22-000254 or CIK: 0001951716 to Schedule 13D, filed by the VINCI Entities before the Securities and Exchange Commission on December 16, 2022.
Further, at the same meeting on November 2022, the shareholders (i) approved the pledge of SETA’s Series BB Shares to guarantee compliance with the obligation of the financing of the Sale, contingent on the acquisition of the shares pursuant to a stock purchase agreement; (ii) were informed of the undertaking by the purchasers of all acts necessary to (x) finance the Sale and (y) to evidence that the Company’s Converted Series B Shares issued pursuant to the shareholders meeting held on June 1, 2021 would apply to secure the Credit Facilities; (iii) approved the automatic cancellation of the Series B Shares in the event that the pledge agreement securing the financing of the Sale was to be terminated and not substituted or replaced by a guarantee agreement having the Series BB Shares as collateral; (iv) approved the resignation submitted by certain members of the Board of Directors of the Company contingent to the closing of the Sale; (v) acknowledged the designation by SETA, of new members of the Board of Directors, in terms of the provisions of the Company’s By-laws, contingent to the closing of the Sale; and (vi) approved the appointment of new members of the Board of Directors, appointed by the VINCI Entities, as shareholders of the Series “B” shares, contingent to the closing of the Sale.
On December 7, 2022 (the “Closing Date”), the VINCI Entities filed Amendment No. 0001068238-22-000254 or CIK: 0001951716 amending the Schedule 13D filed with the SEC informing that CONCESSOC had completed the acquisition of the “Purchased Series B Shares”and the “Purchased Series BB Shares” pursuant to a Share Purchase Agreement (“SPA”) dated July 31, 2022, by and among, CONCESSOC as purchaser and the Sellers, in which CONCESSOC agreed to purchase 100% of the equity interests held by the Sellers in SETA and Aerodrome, respectively for US$1,170,000,000. The Credit Facilities were secured by a first priority security interests in favor of the collateral agent, in respect of substantially all the assets of CONCESSOC, SETA, and Aerodrome (including the Purchased Series B Shares and the Purchased Series BB Shares). The security documents for the loans included the Mexican Share Pledge Agreement.
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Additionally, according to a press release issued by VINCI on December 8, 2023, as a result of a cross-border merger completed on May 25, 2023, an Internal Restructuring. As a result of this merger, the Series B Shares of the Company were transferred to CONCESSOC at fair market value, and Aerodrome ceased to exist. CONCESSOC became the direct beneficial owner of the Series B Shares previously held by Aerodrome. Following the Internal Restructuring, all rights and obligations of Aerodrome were transferred to CONCESSOC.
As of the date of this report, the VINCI Entities, through CONCESSOC and SETA, are the beneficial owners of 29.99% of our total capital stock. SETA directly owns Series B shares and Series BB shares that represent 14.8% of our outstanding capital stock. CONCESSOC owns Series B shares and Series BB shares that represent 15.2% of our capital stock. SETA directly owns Series B shares representing 1.9% of our outstanding capital stock and owns Series BB shares that represent 12.9% of our outstanding capital stock. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place.
The following table sets forth information with respect to beneficial ownership of our capital stock as of April 19, 2024, identifying each owner of more than 5% of any series of our shares:
Percentage of |
| ||||||||||||
Number of Shares | Outstanding Capital |
| |||||||||||
Identity of Shareholder |
| B Shares |
| BB Shares |
| Total |
| B Shares |
| BB Shares |
| Total | |
SETA(1) |
| 7,516,377 |
| 49,766,000 |
| 57,282,377 |
| 1.9 | % | 12.9 | % | 14.8 | % |
CONCESSOC(1) |
| 58,529,833 |
| — |
| 58,529,833 |
| 15.2 | % | — |
| 15.2 | % |
Public |
| 270,357,215 |
| — |
| 270,357,215 |
| 70.0 | % | — |
| 70.0 | % |
Officers and Directors |
| — |
| — |
| — |
| — | % | — |
| — | |
Total Shares Outstanding |
| 336,403,425 |
| 49,766,000 |
| 386,169,425 |
| 87.1 | % | 12.9 | % | 100 | % |
Shares Repurchased held in Treasury |
| 3,942,131 |
| — |
| 3,942,131 |
|
|
|
|
|
| |
Total Authorized Shares |
| 340,345,556 |
| 49,766,000 |
| 390,111,556 |
|
|
|
|
|
| |
(1) | Each of SETA and CONCESSOC is a wholly owned subsidiary of the VINCI Entities. |
Arrangements Relating to SETA
Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to our Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors. SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management). Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders. If the Technical Assistance Agreement is terminated, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights will remain in place. If SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights. On October 15, 2015, we, at the request of SETA, converted 9,034,000 of our Series BB shares held by SETA to Series B shares. After this conversion, SETA’s shareholding of Series BB shares remains at 12.9% and its special rights were not affected. In addition, shareholders of SETA have allocated among themselves certain veto rights, which increases the risk of impasse at the shareholders’ meeting of SETA and ultimately at our shareholders’ meetings.
Our bylaws and the Technical Assistance Agreement also contain certain provisions designed to avoid conflicts of interest between SETA and us, such as approval of certain related-party transactions by our Corporate Practices, Finance, Planning and Sustainability Committee.
In accordance with our bylaws, at least one member of each of our Audit Committee and Corporate Practices, Finance, Planning and Sustainability Committee shall be appointed by SETA.
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RELATED-PARTY TRANSACTIONS
Arrangements with SETA and Its Affiliates
The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and Ministry of Infrastructure, Communications and Transportation, which established the framework for certain related agreements: the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust. Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.
Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 2023 amounted to Ps.237,896 thousand (U.S.$ 14.1 million). The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by SETA or its shareholders during the term of the agreement. The agreement had an initial term of 15 years beginning June 14, 2000, and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015. On May 13, 2015, the Technical Assistance Agreement was extended for a term that ended on December 31, 2020. On December 14, 2020, pursuant to the third amendment, the Technical Assistance Agreement was modified; the term was extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall be in force as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified. A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B Shares that are not owned by SETA or any of its affiliates.
Additionally, a party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party. SETA 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 Ministry of Infrastructure, Communications and Transportation and the improvement of our airport operations.
The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$5.0 million. Subsequent to January 1, 2003, the Technical Assistance Fee was equal to the greater of U.S.$3.0 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index), or 5% of our EBITDA (as defined in the Technical Assistance Agreement). As of June 14, 2015, the technical assistance fee was reduced by 20% for the first three years of the extension and amendment to the Technical Assistance Agreement, to the greater of U.S.$3,478,000 (updated annually according to the U.S. consumer price index) and 4% of our EBITDA, and by an additional 25% for the final two years of the extension, to 3% of our EBITDA. We believe that this structure creates an incentive for SETA to increase our annual consolidated earnings. SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.
The Technical Assistance Agreement allows SETA, its shareholders and their affiliates to render additional services to us only if our Corporate Practices, Finance, Planning and Sustainability Committee determines that these related persons have submitted an arm’s-length bid in a public bidding process. For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”
In 2022 and 2023, we recognized expenses of U.S.$9.1 million and U.S.$14.1 million, respectively, pursuant to the Technical Assistance Agreement.
153
Arrangements with Other Affiliates
In accordance with our Related Party Guidelines, any contracts with affiliates other than SETA must be approved by our Board of Directors following a recommendation issued by our Corporate Practices, Finance, Planning and Sustainability Committee and in accordance with Mexican Securities Law.
In 2023, we entered into contracts with our other affiliates amounting to U.S.$ 238.5 thousand and EUR 301.0 thousand, in connection with software reimbursements, license costs, insurance premiums and baggage handling systems engineering services to be provided by VINCI and its affiliates.
Transactions with Related Parties
As of December 31, 2023, we had Ps.452,933 thousand in accounts payable to related parties, and we engaged in the following transactions with related parties during 2023:
| ● | Transaction amounting to Ps.237,896 thousand in technical assistance fees with SETA; |
| ● | In connection with the operations of the Terminal 2 NH Collection Hotel, the Hilton Garden Inn Hotel and OMA-VYNMSA Aero Industrial Park, transactions amounted to Ps.50,300 thousand in administrative services fees with our partners, NH Hotels, Grupo Hotelero Santa Fe and VYNMSA; and |
| ● | Transactions amounting to Ps.130,079 thousand with our partner VYNMSA and its affiliates in connection with the development of the OMA-VYNMSA Industrial Park located in the Monterrey airport. |
Item 8. Financial Information
See “Item 18. Financial Statements” beginning on page F-1.
LEGAL PROCEEDINGS
General
The Company is involved, from time to time, in certain legal proceedings that are incidental to the normal conduct of its business.
Disputed Land Ownership at the Ciudad Juárez Airport
Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the airport in 1995 to reclaim 240 hectares of land, alleging that it had been improperly transferred to the Mexican government. The claimants also sought monetary damages of approximately U.S.$120.0 million. On May 18, 2005, a Mexican court ordered the airport to return the disputed land to the plaintiffs. However, that decision and three subsequent constitutional claims permitted the ruling to be reconsidered, and the Ministry of Infrastructure, Communications and Transportation as grantor of the concession, was included as a party to the litigation.
On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport were inadmissible. The claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination and on July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs. The First Civil Court required the Mexican government to pay restitution to the plaintiffs for the loss of their property. The Mexican government filed an injunction proceeding (amparo) to appeal the decision. On May 25, 2018, the First Civil Court overturned its decision and absolved the Mexican government and Ciudad Juárez airport. The plaintiffs appealed this decision to the Mexican Supreme Court, which on May 25, 2019, determined not to hear the matter at hand and ordered the return of the file to the First Civil Court for all applicable legal effects.
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In compliance with the Mexican Supreme Court’s decision, the First Civil Court restarted its proceedings and on December 12, 2019 ruled against of the plaintiffs by denying the requested injunction proceeding (amparo). As a result, the plaintiffs filed an appeal before the Mexican Supreme Court.
On November 24, 2021, the Mexican Supreme Court ruled that the First Collegiate Court in Chihuahua to once again analyze the claimant’s case. On March 6, 2023, a ruling was issued in favor of the claimant, ordering the First Collegiate Court in Chihuahua to issue a new ruling. On May 3, 2023, the First Civil Chamber of the State Superior Court of Justice, based in Chihuahua, issued an appeal judgment in favor of our airport and the other defendants. The plaintiff challenged the judgment, and the case is currently awaiting resolution in the Collegiate Circuit Court.
In the event that any subsequent legal resolution results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government fails to repossess the land, our concession to operate the Ciudad Juárez airport would be terminated. In 2023, the Ciudad Juárez airport represented 8.5% of our consolidated total revenues. We believe that under the terms of our concessions the termination of the Ciudad Juárez concession as a result of the foregoing legal proceeding would not affect the validity of our remaining airport concessions and that the Mexican government would be obliged to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession. We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.
Disputed Land Ownership at the Monterrey Airport
The Banorte Dispute
On May 14, 2015, Banco Mercantil del Norte, S.A. (“Banorte”), acting as trustee of a certain trust, filed a civil lawsuit against the Monterrey airport in connection with the ownership of 240 hectares of land previously acquired (the “Land”) by the Monterrey airport, which book value in our financial statements as of December 31, 2021 amounted to Ps.266,850 thousand.
By means of the lawsuit, Banorte filed an action to recover possession and requested a declaratory judgment saying that Banorte has a better right than the Monterrey airport to possess the Land and that the Land should be restituted to Banorte, and that the Monterrey airport should pay costs and expenses. Monterrey airport appeared on trial and requested that the company DIAV, S.A. de C.V., (“DIAV”) appear as a defendant in its capacity as seller of the Land. On August 8, 2018, the court found that the plaintiff’s claims were inadmissible due to lack of evidence (the “First Instance Judgment”), and the plaintiff appealed the decision.
The Second Chamber of the Superior Court of Justice of the State of Nuevo Leon heard the appeals against the First Instance Judgment and on July 25, 2019 issued a second instance judgment (“First Second Instance Judgment”) against the Monterrey airport, finding that Banorte had a better right to possess the Land, and ordering the Monterrey airport to return the Land to Banorte.
Both Monterrey airport and DIAV filed injunctions (amparo) against the First Second Instance Judgment in August 2019, which were referred to the Second Collegiate Court in Civil Matters of the Fourth Circuit (the “Collegiate Court”). On August 6, 2021, the Collegiate Court granted the amparo relief to the Monterrey airport leaving without effect the First Second Instance Judgment and ordering a new one that considered, among other matters, that the evidence provided by Banorte was insufficient to prove its claims. In compliance with the amparo ruling, on August 25, 2021, the Eighth Civil Chamber vacated the First Second Instance Judgment. On September 13, 2021, the Eighth Civil Chamber issued a new second instance judgment (the “Second Instance Judgment”) by virtue of which it confirmed the First Instance Judgment, releasing the Monterrey airport of all claims.
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Dissatisfied with the Second Instance Judgment, on October 7, 2021, all the parties to the litigation filed amparo reliefs against this judgement (including the Monterrey airport with respect to, among other issues, the refusal of the Eighth Civil Court to grant the payment of legal fees and expenses claimed by the Monterrey airport). On November 7, 2023 the Collegiate Circuit Court issued a final resolution denying the protection of the Federal Justice to Banorte and ruling in favor of the Monterrey airport. The trial concluded on December 8, 2023, through the confirmation issued by the Collegiate Circuit Court, certifying that Banorte did not challenge the final amparo resolution in favor of the Monterrey airport, therefore concluding the legal proceedings.
The Garza Lagüera Estate Dispute
On May 18, 2023, the estate of Mr. Manuel Garza Lagüera, represented by its executor María Selina Rivero Santos (“Garza Lagüera Estate”) filed an ordinary civil lawsuit alleging the nullity of the transactions pursuant to which Monterrey Airport acquired the property of certain plots of land in Monterrey, adjacent to the airport. Monterrey Airport responded to the lawsuit on August 10, 2023. On February 19, 2024, the Collegiate Circuit Court issued a resolution declaring its incompetence to resolve the dispute, decision which was contested by the plaintiff and by the Monterrey Airport and that remains pending to be resolved as of the date of this report.
Disputed Land Ownership at the Durango Airport
On March 5, 2020, the Company was notified of a lawsuit filed against the Durango airport, the Ministry of Infrastructure, Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.
The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of this report, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to us, it is expected that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. As such, Durango airport has not recorded any provision in connection with this lawsuit.
Disputed Land Ownership at the Reynosa Airport
On October 16, 2020, the Company was notified of the lawsuit filed against the Mexican Federal Civil Aviation Agency, in which the Reynosa airport was called as an interested third party. The nullity of the administrative resolution dated February 7, 2020 issued by the Mexican Federal Civil Aviation Agency in the Appeal for Review filed by the plaintiff is demanded in order for the Mexican Federal Civil Aviation Agency to study the plaintiff’s petition and recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.
Reynosa airport appeared in the lawsuit and the final ruling is pending as of the date of this report. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the Mexican Federal Civil Aviation Agency. Reynosa airport has not recorded any provision in connection with this lawsuit.
Disputed Land Ownership at the Torreón Airport
On October 10, 2016, a lawsuit was filed by the Ejido Ignacio Allende before the Agrarian Court in Torreón, Coahuila, against the Ministry of Infrastructure, Communications and Transportation and its subordinated administrative entity Aeropuertos y Servicios Auxiliares. Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. was named as a subsidiary defendant. Aeropuerto de Torreón, S.A. de C.V. was later called to trial as a defendant. The claimant seeks the restitution of 3.08 hectares currently within Torreon airport’s property, alleging that such hectares are property of Ejido Ignacio Allende and that the area was not included in the expropriation decree that gave way to the construction of
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what is now Torreon airport. If the restitution of land is not possible for any reason, the claimant seeks payment for the land’s commercial value. The claimant also seeks payment for the use of the claimed portion of land.
On August 31, 2022, a ruling was issued in favor of the claimant ordering the Ministry of Infrastructure, Communications and Transportation and Aeropuerto de Torreón, S.A. de C.V. to pay Ejido Ignacio Allende the commercial value of the claimed land. Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Aeropuertos y Servicios Auxiliares were found not responsible. On September 12, 2022 an appeal against the ruling was filed by Aeropuerto de Torreón, S.A. de C.V. and on March 27, 2023, the Mexican Supreme Agrarian Court declared the claims made by the Ejido Ignacio Allende inadmissible; therefore absolving Aeropuerto de Torreón in the trial. Such ruling was not contested by Ejido Ignacio Allende, and on August 30, 2023, the Superior Agrarian Court deemed the resolution as final and no longer subject to appeal. As of the date of this report, the case has concluded.
Property Tax Claims
Administrative law proceedings have been asserted against us in the past by various municipalities for the payment of property taxes with respect to the real estate in which we operate our airports in the relevant cities.
In November 2018, the municipality of Culiacán filed property tax claims against us for Ps.2,425 thousand, plus Ps.3,339 thousand in other fees. In response to these claims, in December 2018, we filed an administrative annulment proceeding before the Sinaloa Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Sinaloa) which has not been resolved as of the date of this report. The Ministry of Infrastructure, Communications and Transportation was asked to join the proceeding as an interested party. On January 17, 2024, the Sinaloa Administrative Court issued a judgment declaring the contested resolution null, and recognizing that Aeropuerto de Culiacán is exempt from property tax payment as it relates to property of the federal public domain. As of the date of this report, the judgment could still be subject to appeal by the tax authority.
In May 2019, the Municipality of Acapulco filed property tax claims against us for Ps.27,012 thousand for property tax considering Acapulco airport as a solidary debtor to the Mexican Airport and Auxiliary Services Agency. An administrative annulment proceeding was filed against these claims, which as of April 19, 2024 is yet to be resolved.
Other municipalities in which we operate may assert similar claims, which if such is the case, we intend to pursue aggressively.
Amparo Trials related to Municipal Licenses
Chihuahua Airport
In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license. A request for amparo was filed against such requirements by the Chihuahua airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction. The municipal authority challenged the ruling, and in February 2022, the ruling in favor of Chihuahua Airport was confirmed
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Acapulco Airport
On November 1, 2022 the Municipality of Acapulco requested certain commercial tenants at the Acapulco Airport to obtain commercial operation licenses. The Acapulco Airport and the tenants filed amparo proceedings before the District Court in Acapulco (Juzgado de Distrito de Acapulco) against the municipality, claiming the municipality lacked jurisdiction over a federal zone (such as the airport). On May 24, 2023, the District Court issued a judgment in favor of the Acapulco Airport, determining that the municipal authority lacked jurisdiction to require municipal licenses within the federal zone that encompasses the airports. The amparo judgment was not contested by the municipal authority and became final, therefore the trial has concluded.
Consumer Protection Agency Fines
On November 11, 2021, agents of the Mexican Federal Consumer Protection Agency (Procuraduría Federal del Consumidor or PROFECO) made a visit to the Acapulco airport in order to review the compliance with certain Mexican Official Norms by the scales used to weigh luggage and the parking lot’s clocks. On November 22, 2021, PROFECO notified Acapulco airport that it initiated administrative proceedings claiming violations to the Federal Consumer Protection Law.
The Acapulco airport presented evidence before PROFECO proving the alleged violations to the law did not take place. However, on January 10, 2022 PROFECO notified the Acapulco airport of its ruling, fining the airport Ps.14,554 thousand and freezing the scales and parking lot’s clocks. This ruling was challenged by Acapulco airport on January 31, 2022, and on April 25, 2022, a final ruling was issued in its favor.
Corporate Tax Claim for Monterrey Airport.
In accordance with the Third Transitory Article of the Law for Single Rate Corporate Tax (Ley del Impuesto Empresarial a Tasa Única), the Monterrey airport requested on December 20, 2019 and December 16, 2020, the refund of the Asset Tax paid with respect to previous fiscal years.
For fiscal years 2018 and 2019, the Monterrey airport requested a refund of Ps.10,220 thousand and Ps.10,624 thousand, respectively, which were denied by the tax authority.
On September 16, 2020, the Monterrey airport challenged the tax authority’s denial for the 2018 fiscal year refund, which was ruled in favor of the Monterrey airport by the Federal Court for Administrative Justice (Tribunal Federal de Justicia Administrativa) declaring that the resolution contested by Aeropuerto de Monterrey was null and instructing the tax authority to refund the requested amount. As of April 29 2024, the tax authority is still pending to reimburse the asset tax contested.
Regarding the 2019 fiscal year refund, on April 27, 2021, the Monterrey airport challenged the tax authority’s denial for this refund, which was ruled in favor of the Monterrey airport by the Federal Court for Administrative Justice. As of April 19, 2024, this claim has been resolved, as the tax authority has reimbursed the asset tax as requested by the Monterrey Airport, concluding this matter.
For the fiscal year 2020, the Monterrey airport requested a refund of Ps.10,998 thousand which was denied by the tax authority. On June 23, 2022, the Monterrey airport challenged the tax authority’s denial. On March 31, 2023, the Federal Court of Administrative Justice (Tribunal Federal de Justicia Administrativa) ruled in favor of the Monterrey airport, declaring that the resolution contested by Aeropuerto de Monterrey was null and instructing the tax authority to refund the requested amount. As of April 19, 2024, this claim has been resolved, as the tax authority has reimbursed the asset tax as requested by the Monterrey Airport.
The Monterrey airport maintains assets in the amount of Ps.10,220 thousand related to payments of Asset Taxes paid for fiscal year 2018. Given that the Monterrey airport does not expect an unfavorable resolution against it, it has not registered any provision related to the refund of Asset Taxes for that year.
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We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations. Should a court determine that these taxes must be paid in response to any future proceedings, we believe that only the owners of the land would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated by the terms of our concessions. The Mexican government has not acknowledged an obligation to pay such taxes; however, changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future. We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them. If such changes were to occur, and any amounts owed were substantial, these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.
DIVIDENDS AND CAPITAL STOCK REIMBURSEMENTS
Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock (without adjustment for inflation). Our legal reserve fund was Ps.60,729 thousand as of December 31, 2023 (excluding reserve amounts corresponding to 2023 net income), which represented 20.4% of our capital stock as of such date.
Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. Since 2011, the level of earnings available for the payment of dividends has been determined under IFRS. Our subsidiaries are required to allocate 5% of earnings to their respective legal reserve funds prior to paying dividends to us. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.
Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us). Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax. Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs since 2014 are subject to a 10% Mexican withholding tax, which is withheld by the brokerage firms doing the distribution.
On April 14, 2011, our shareholders approved a dividend policy, applicable to our results of operations starting in 2011.
Our dividend policy seeks to ensure the tax efficient payment of dividends. Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate-level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.
Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments. The fixed component is Ps.325,000 thousand per year. The variable component will be based on the funds available for distribution in excess of the fixed component.
Our current dividend policy presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:
| ● | dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors; |
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| ● | compliance with applicable law regarding the declaration and payment of dividends with respect to any year, including the establishment of the statutory legal reserve fund of 5%; |
| ● | both the fixed and the variable amount of dividends will be subject to our financial position and dependent upon there being no adverse financial changes; and |
| ● | the payment of dividends must be tax efficient. |
Our current dividend policy was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS. Changes in Mexican tax law and our actual results of operations could cause our Board of Directors to propose to our shareholders to change the current dividend policy.
We declare our dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the deposit agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.
The declaration, amount and payment of dividends, if any, are subject to the approval of either (i) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (ii) holders of 95% of our capital stock.
We paid aggregate dividends of Ps.1,979,790 thousand in 2021, Ps.6,615,798 thousand in 2022 and Ps.3,738,054 thousand in 2023. Pursuant to the resolution adopted by the Shareholders’ Meeting held on February 13, 2023, we paid a cash dividend of Ps.1,450 million on March 2, 2023. Pursuant to the resolutions adopted in our Annual Shareholders’ Meeting held on April 21, 2023, we paid a cash dividend of Ps.2,300 million in two installments: the first installment of Ps.1,800 million on June 22, 2023 and the second installment of Ps.500 million on September 20, 2023. Additionally, pursuant to the resolution adopted by the Annual Shareholders’ Meeting held on April 26, 2024, we will pay a cash dividend of Ps.4,250 million in two installments: the first installment amounts to Ps.2,125 million and will be paid no later than May 31, 2024, and the second installment amounts to Ps.2,125 million and will be paid no later than November 30, 2024. Certain distributions that we make to our shareholders other than capital reimbursements (in the manner described above), including amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.
Item 9. The Offer and Listing
SHARE PRICE HISTORY
The ADSs are listed on the NASDAQ under the symbol “OMAB.” Our common shares are listed on the Mexican Stock Exchange under the symbol “OMA.”
TRADING ON THE MEXICAN STOCK EXCHANGE AND BOLSA INSTITUCIONAL DE VALORES
The Mexican Stock Exchange or the Bolsa Mexicana de Valores, S.A.B. de C.V. and the Bolsa Institucional de Valores are both located in Mexico City and are the two stock exchanges operating in Mexico. The Bolsa Institucional de Valores launched operations in July 2018. Trading takes place principally through automated systems that are open between the hours of 8:30 a.m. and 3:00 p.m. Mexico City time, each business day. Beginning in March 2008, during daylight savings time, trading hours change to match the NYSE trading hours, opening at 7:30 a.m. and closing at 2:00 p.m. local time. Both stock exchanges operate a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility, but under current regulations, this system does not apply to securities such as the units represented by ADSs or CPOs that are directly or indirectly quoted on a stock exchange outside of Mexico.
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Settlement is effected two business days after a share transaction. Deferred settlement, even if by mutual agreement, is not permitted without the approval of the Mexican Stock Exchange or the Bolsa Institucional de Valores. Most securities traded on the Mexican Stock Exchange or the Bolsa Institucional de Valores are on deposit with Indeval, a privately owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for transactions on the Mexican Stock Exchange and the Bolsa Institucional de Valores, eliminating the need for the physical transfer of shares.
Reporting Obligations
As a company with securities listed on the Mexican Stock Exchange and NASDAQ, we are subject to several reporting and disclosure obligations regarding corporate information and material events set forth by the Mexican and U.S. securities laws, which include filing quarterly and annual financial reports, as well as corporate information and disclosing material events to the regulatory authorities in Mexico and the United States.
For the last three years, we have duly and timely filed all the information that we are obligated to file in order to comply with the Mexican and U.S. securities laws.
Material Changes to the Rights Conferred by Our Securities Registered with the Mexican National Registry of Securities and Traded in the Mexican Market
As of December 31, 2023, there have been no material changes to the rights conferred by our securities registered with the Mexican National Registry of Securities and traded in the Mexican market.
Item 10. Additional Information Bylaws
This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.
At our Extraordinary Shareholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil and to conform our bylaws to the provisions of the Mexican Securities Law. Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability and the elimination of restrictions on ownership of our shares.
At our shareholders’ meetings held on July 7, 2020, May 31, 2017, April 23, 2015 and April 10, 2014, our bylaws were amended to update the amounts of fixed minimum common stock to reflect the decrease on the fixed portion of our capital stock after the cancellation of shares repurchased held in treasury and capital reimbursements.
Purposes
The purposes of the Company include the following:
| ● | to acquire shares of or interests or participations in privately or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Mexican Airport Law (Ley de Aeropuertos) and its regulations and to participate in the capital stock of companies engaged in the provision of all types of services; |
| ● | to receive from and to provide to any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes; |
| ● | to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports; |
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| ● | to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad; |
| ● | to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and |
| ● | to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control. |
Election of Directors
The Board of Directors is responsible for the oversight of our business. Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected at the annual shareholders’ meeting. Under the Mexican Securities Law and our bylaws, at least 25% of our directors must be independent. Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the CNBV. Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Board of Directors to all of our stockholders at a stockholders’ meeting for their approval.
At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock). The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board. Any slate of candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Law and other applicable law.
Five of our directors are independent.
Authority of the Board of Directors
The Board of Directors has broad authority to manage the company. Pursuant to the Mexican Securities Law, the Board of Directors is required to approve, among other matters:
| ● | our general strategy; |
| ● | the business plan and the investment budget on an annual basis; |
| ● | capital investments not considered in the approved annual budget for each fiscal year; |
| ● | the proposal to increase our capital or that of our subsidiaries; |
| ● | our five-year Master Development Program and any amendments thereto for each of our airports to be submitted to the Ministry of Infrastructure, Communications and Transportation; |
| ● | the voting of the shares we hold in our subsidiaries; |
| ● | our management structure and any amendments thereto; |
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| ● | the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause; |
| ● | any transfer by us of shares in our subsidiaries; |
| ● | subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement; |
| ● | subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$40.0 million or in excess of the debt level set forth in the annual business plan; |
| ● | the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees; |
| ● | the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares; |
| ● | proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings; |
| ● | subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment; |
| ● | the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law; |
| ● | the appointment, removal, duties and responsibilities of our internal auditor; |
| ● | policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released; |
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| ● | actions to be taken in order to rectify any known irregularity and to implement any corrective measures; |
| ● | the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and |
| ● | resolutions instructing our chief executive officer to disclose material information to the general public. |
Under our bylaws, resolutions at meetings of the Board of Directors with respect to any of the items listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.
Powers of Series BB Directors
The Series BB directors are entitled to: (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the Technical Assistance Agreement and the guidelines approved by our Board of Directors and (iv) appoint at least one member to each of our committees.
In addition, any matter requiring approval of the Board of Directors under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.
Our Capital Stock
Pursuant to our bylaws, our capital stock has a variable portion. As of the date of this report, the Company has a fixed minimum capital stock, without withdrawal rights, of Ps.300,822 thousand, represented by ordinary nominal Class I shares, without par value, which are fully subscribed and paid, of which 340,345,556 are Series B shares and 49,766,000 are Series BB shares. For the last three years, no part of our capital stock has been paid in-kind.
Our capital stock has been modified during the last three years as a consequence of the following events:
| ● | On July 7, 2020, our shareholders approved the cancellation of 3,659,417 Series B shares that were repurchased by the Company in accordance with Article 56 of the Mexican Securities Law, reducing the capital stock of the Company. As a result of the cancellation of shares, the fixed minimum social capital, fully paid-in and subscribed, totals Ps.300,822,103, represented by 390,111,556 ordinary shares, nominative and without par value, of which 49,766,000 are Series BB shares and 340,345,556 are Series B shares (includes 3,942,131 shares repurchased). |
| ● | On June 11, 2021, our shareholders approved the issuance of 49,766,000 Series B Shares to be kept in the treasury, exclusively to cover the conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing documents. Said issuance was carried out in relation to the Tender Offer, and thereafter related with the sale of Series B Shares and Series BB Shares from Fintech to the VINCI Entities. |
We are not beneficiaries of any derivative instruments payable in-kind, which have Series B or Series BB shares, or any other security representing those shares, as underlying assets.
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The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 29, 2024:
| Authorized |
| Outstanding |
| |
Capital Stock: | |||||
Series B shares |
| 340,345,556 |
| 336,403,425 | |
Series BB shares |
| 49,766,000 |
| 49,766,000 | |
Total |
| 390,111,556 |
| 386,169,425 |
(1) | The difference between our authorized capital stock and our outstanding capital stock amounts to 3,942,131 shares repurchased and held by the Company. |
All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have special voting and other rights described below.
Our bylaws provide for the issuance of the following shares, which have the characteristics described below:
| ● | Series B. Series B shares currently represent 87.1% of our outstanding capital. Series B shares may be held by any Mexican or foreign natural person, company or entity. |
| ● | Series BB. Series BB shares currently represent 12.9% of our outstanding capital. Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity. |
Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not, directly or indirectly, own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments (Comisión Nacional de Inversiones Extranjeras) is obtained.
Voting Rights and Shareholders’ Meetings
Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect three members of our Board of Directors.
Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings. An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board. Under the Mexican Securities Law, our ordinary shareholders’ meeting, in addition to those matters described above, must approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.
Extraordinary shareholders’ meetings are those called to consider any of the following matters:
| ● | extension of a company’s duration or voluntary dissolution; |
| ● | an increase or decrease in a company’s minimum fixed capital; |
| ● | change in corporate purpose or nationality; |
| ● | any transformation, merger or spin-off involving the company; |
| ● | any stock redemption or issuance of preferred stock or bonds; |
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| ● | the cancellation of the listing of our shares with the Mexican National Registry of Securities or on any stock exchange; |
| ● | amendments to a company’s bylaws; and |
| ● | any other matters for which applicable Mexican law or the bylaws specifically require a general extraordinary shareholders’ meeting. |
Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.
Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee calls a shareholders’ meeting to discuss the matters indicated in the relevant request. If the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.
Calls for shareholders’ meetings must be published in the Federal Official Gazette or in one newspaper of general circulation in Mexico City at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.
To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses. Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Indeval) coupled with a certificate issued by any institution with an account at Indeval.
At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.
Quorum
Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present at the meeting. Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares present at the meeting.
Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders’ meeting.
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Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital.
Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the items listed below are valid only if approved by a vote of shares representing at least 75% of our capital:
| ● | any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights; |
| ● | any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom; |
| ● | termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA; |
| ● | a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; or |
| ● | a spin-off, dissolution or liquidation. |
Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% of our capital stock.
Veto Rights of Holders of Series BB Shares
So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the items listed below will only be valid if approved by a vote of at least 95% of our capital stock or a majority of the Series BB shares:
| ● | approval of our financial statements and those of our subsidiaries; |
| ● | anticipated liquidation or dissolution; |
| ● | capital increases or decreases of us or of our subsidiaries; |
| ● | declaration and payment of dividends; |
| ● | amendment to our bylaws; |
| ● | mergers, spin-offs, reclassifications, consolidations or share splits; |
| ● | grant or amendment of special rights of any series of shares of our capital stock; |
| ● | any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and |
| ● | any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares. |
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Right of Withdrawal
Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within 15 days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.
Dividends and Distributions
At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our financial statements for the preceding fiscal year as presented by our Chief Executive Officer. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8. Financial Information—Dividends.”
Registration and Transfer
Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Law and regulations issued by the CNBV. Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of our shareholders upon request. Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV. We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as our shareholders. The transfer of shares must be registered in our stock registry. In the case of an international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.
Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:
| ● | If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares. |
| ● | If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion. For purposes of our bylaws, a “related person” means, with respect to any person: |
| ● | any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person; |
| ● | any corporation or person having the capacity to determine the business guidelines and policies of such person; |
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| ● | in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person; |
| ● | SETA; or |
| ● | with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement. |
For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:
| ● | the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person; |
| ● | the contractual right to elect the majority of the members of the Board of Directors of the person; |
| ● | the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or |
| ● | existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person. |
Shareholder Ownership Restrictions and Anti-Takeover Protection
Under the Mexican Airport Law:
| ● | no more than 5% of our outstanding capital stock may be owned by air carriers; and |
| ● | foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock. The foregoing ownership restrictions do not apply to: |
| ● | the Mexican government; |
| ● | NAFIN, in its capacity as trustee of the Ministry of Infrastructure, Communications and Transportation; |
| ● | institutions that act as depositaries for securities; and |
| ● | financial and other authorized institutions that hold securities for the account of beneficial owners (including the depositary), provided that such beneficial owners are not exempt from the ownership restrictions. |
Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.
Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Infrastructure, Communications and Transportation.
For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”
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The Mexican Securities Law contains provisions relating to public tender offers and certain other share acquisitions. Any intended acquisition of our shares that results in the acquirer obtaining control of our voting shares (our Series B shares and Series BB shares considered together) requires the acquirer, with the prior approval of the CNBV, to make a mandatory public tender offer for the greater of (i) the percentage of the capital stock intended to be acquired or (ii) 10% of our capital stock. Any intended acquisition of our shares that is aimed at obtaining control requires the potential acquirer to make a mandatory tender offer for 100% of our outstanding capital stock (in addition to the approval of the Ministry of Infrastructure, Communications and Transportation). The tender offer must be made at the same price to all shareholders and classes of shares. Our Board of Directors must issue its opinion of any tender offer resulting in a change of control, which opinion must take into account minority shareholder rights and which may be accompanied by an independent fairness opinion. Directors and principal officers are required to disclose whether they will participate in the tender.
Under the Mexican Securities Law, all tender offers must be open for at least 20 business days, and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Law only permits the payment of certain amounts to controlling shareholders over and above the offering price if these amounts are fully disclosed, approved by the Board of Directors and paid solely in connection with non-compete or similar obligations.
Certain Minority Protections
Pursuant to the Mexican Securities Law and the Mexican General Law of Business Corporations, there are several protections afforded to minority shareholders. These protections include provisions that permit:
| ● | holders of at least 10% of our outstanding capital stock: |
- to vote (including in a limited or restricted manner) to request a call for a shareholders’ meeting;
- to request that resolutions with respect to any matter on which they were not sufficiently informed be postponed; and
- to appoint one member of our Board of Directors and one alternate member of our Board of Directors.
| ● | holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders’ meeting and file a petition for a court order to suspend the resolution temporarily, within 15 days following the adjournment of the meeting at which the action was taken, provided that (i) the challenged resolution violates Mexican law or our bylaws, (ii) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (iii) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution, in the event that the court ultimately rules against the opposing shareholders; and |
| ● | holders of 5% of our outstanding capital stock may initiate a shareholder derivative suit against some or all of our directors, for our benefit, for violations of their duty of care or duty of loyalty, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five year statute of limitations. |
Changes in Capital Stock
Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.
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Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time. Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to our shareholders through the electronic system established by the Mexican Ministry of Economy (Secretaría de Economía), provided that if at the corresponding meeting all of our shares are duly represented, the 15-calendar day period shall commence on the date of the meeting.
Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations (see “Item 10—Voting Rights and Shareholders’ Meetings—Right of Withdrawal”) or by repurchase of our own stock in accordance with the Mexican Securities Law (see “Item 10—Share Repurchases”).
Share Repurchases
We may choose to acquire our own shares through the Mexican Stock Exchange and NASDAQ on the following terms and conditions:
| ● | the acquisition must be carried out through the Mexican Stock Exchange; |
| ● | the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the CNBV; |
| ● | the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or reduce our capital stock, in which case, such shares will be cancelled; |
| ● | the annual ordinary shareholders’ meeting shall determine the maximum amount of funds to be used in the fiscal year for the repurchase of shares; |
| ● | we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the Mexican National Securities Registry; and |
| ● | any acquisition of shares must be in conformity with the requirements of Article 54 of the Mexican Securities Law, and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed. |
Ownership of Capital Stock by Subsidiaries
Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Law.
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Repurchase Obligation
Pursuant to the Mexican Securities Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange, or if the CNBV orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust for a period of six months, with amounts sufficient to purchase all shares not participating in the tender offer. Under the law, controlling shareholders will be secondarily liable for these obligations. The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the CNBV and the Mexican Stock Exchange. If the tender for cancellation is requested by the CNBV, it must be initiated within 180 days from the date of the request. If requested by us, under the Mexican Securities Law, the cancellation must be approved by 95% of our shareholders.
Liquidation
Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.
Other Provisions
Liabilities of the Members of the Board of Directors
The Mexican Securities Law imposes a duty of care and a duty of loyalty on directors. The duty of care requires our directors to act in good faith and in the best interests of the Company. For such purpose, our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests. Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.
The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest. In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also violated by (i) failing to disclose to the Audit Committee or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements. Directors are liable for damages and losses caused to us and our subsidiaries for violations of this duty of loyalty. This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.
Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us. Such acts include the alteration of financial statements and records.
Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by shareholders representing 5% or more of the capital stock of the company, and criminal actions may only be brought by the Mexican Ministry of Finance and Public Credit, after consulting with the CNBV.
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As a safe harbor for directors, the Mexican Securities Law provides that the liabilities specified above will not be applicable if (i) the director acted in good faith and complies with applicable law and the bylaws; (ii) facts based upon information are provided by officers or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt; (iii) the director selects the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable; and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.
In addition to the duty of care and duty of loyalty required by the Mexican Securities Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:
| ● | negligence resulting in the loss of more than two-thirds of our capital stock and that results in our dissolution; |
| ● | bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil); |
| ● | breaching any of the duties set forth under our bylaws; and |
| ● | failure to report irregularities in the actions of former members of the Board of Directors. |
The members of the Board of Directors are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws. The Company, in any case, is required to indemnify and hold the relevant officers, members of the Board of Directors and the Secretary harmless from any liability that they may incur with respect to third parties in the performance of their duties, which shall include (a) the indemnity amount to be paid for the damages caused by their acts to third parties and, (b) the expenses they may incur (including, without limitation, legal and advisory fees) in connection with item (a) of this paragraph, provided that such expenses are reasonable and duly documented, except in cases of fraud, willful misconduct, or illegal acts under the Mexican Securities Law and other laws.
Information to Shareholders
The Mexican Securities Law establishes that companies, acting through their boards of directors, must annually present a report at a shareholders’ meeting that includes the following:
| ● | a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects; |
| ● | a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information; |
| ● | a statement of the financial condition of the company at the end of the fiscal year; |
| ● | a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year; |
| ● | the notes that are required to complete or clarify the above mentioned information; and |
| ● | the report prepared by the Audit Committee with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors. |
In addition to the foregoing, our bylaws provide that the Board of Directors should also prepare the information referred to above with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).
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Duration
The duration of our corporate existence is indefinite.
Shareholders’ Conflict of Interest
Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions thereon at the relevant shareholders’ meeting. A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.
Directors’ Conflict of Interest
Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses.
Certain Differences between Mexican and U.S. Corporate Law
The Mexican General Law of Business Corporations and the Mexican Securities Law, which apply to us, differ in certain material respects from laws generally applicable to U.S. corporations and their shareholders.
Independent Directors
The Mexican Securities Law requires that 25% of the directors of Mexican public companies be independent. Pursuant to the rules and regulations of the NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.
Mergers, Consolidations and Similar Arrangements
A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approves the merger at a duly convened general extraordinary shareholders’ meeting, unless the company’s bylaws impose a higher threshold. Dissenting shareholders are not entitled to appraisal rights. Creditors have 90 days to oppose a merger judicially, provided they have a legal interest to oppose the merger.
Under Delaware law, with certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a corporation must be approved by the Board of Directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive payment in the amount of the fair market value of the shares held by the shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its Board of Directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital share. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.
Anti-Takeover Provisions
Subject to the approval of the CNBV, the Mexican Securities Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s board of directors.
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Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts. Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:
| ● | prior to the date of the transaction in which the shareholder became an interested shareholder, the board of directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; |
| ● | upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers and employee stock plans; or |
| ● | at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at a shareholders’ meeting by at least 66 2/3% of the voting stock, which is not owned by the interested shareholder. |
Shareholders’ Suits
As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the Mexican Securities Law. Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012. However, these rules and procedures are different and more limited than those in place in the United States.
Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.
Shareholder Proposals
Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.
Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.
Calling of Special Shareholders’ Meetings
Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders with voting rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee call a shareholders’ meeting to discuss the matters indicated in the written request. If the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting. A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.
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Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.
Cumulative Voting
Under Mexican law, cumulative voting for the election of directors is not permitted.
Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.
Approval of Corporate Matters by Written Consent
Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote. These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting. The board of directors may also approve matters by unanimous written consent.
Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.
Amendment of Certificate of Incorporation
Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva). However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below. Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation), subsequent to a resolution of the board of directors proposing such amendment.
Amendment of Bylaws
Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting. Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the resolutions be approved by a majority of the shares representing a company’s outstanding capital stock. In addition, pursuant to our bylaws, the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.
Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.
Staggered Board of Directors
Mexican law does not permit companies to have a staggered board of directors, while Delaware law does permit corporations to have a staggered board of directors.
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MATERIAL CONTRACTS
Our subsidiaries are parties to the airport concessions granted by the Ministry of Infrastructure, Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.
We are a party to a participation agreement with SETA and the Ministry of Infrastructure, Communications and Transportation that establishes the framework for several other agreements to which we are a party. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”
We have entered into a Technical Assistance Agreement with SETA providing for management and consulting services. The Technical Assistance Agreement was amended on December 14, 2020. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”
EXCHANGE CONTROLS
Mexico has had free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994. The government may not maintain its current foreign exchange policies. See “Item 3. Key Information—Risk Factors—Risks related to Our Operations— Our business could be adversely affected by global political developments, particularly with regard to U.S. policies toward Mexico.”
TAXATION
The following summary contains a description of the material anticipated U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that will hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding shares by vote or value, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and persons holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes, or entities that are treated as partnerships for U.S. federal income tax purposes (or partners therein). In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder, or the Medicare tax on net investment income.
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The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. In addition, a “Treaty Country” is a jurisdiction that has a treaty that provides for the avoidance of double taxation in force with Mexico. Investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.
For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico and that will not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.
For purposes of Mexican taxation, the definition of residency is highly technical, and residency results in several situations. Generally, an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. An individual’s significant center of interest will be considered Mexico in the following circumstances, among other factors: (i) when more than 50% of such person’s total yearly income originates in Mexico and (ii) when Mexico is the individual’s principal place of business. Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico. However, any determination of residence should take into account the particular situation or each person or legal entity.
In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the beneficial owners of the Series B shares represented by those ADSs.
Taxation of Dividends
Mexican Tax Considerations
Dividends paid to non-Mexican holders with respect to our Series B shares and, as a consequence, with respect to ADSs, are subject to Mexican withholding tax at the rate of 10% on the gross amount of the dividend distributed. This withholding tax may not apply to dividend distributions related to certain retained earnings for years prior to 2013. Such 10% withholding tax will be remitted to the Mexican tax authorities as a definitive payment on behalf of the non-Mexican holders.
Non-Mexican holders that are residents of a Treaty Country may be entitled to a benefit under the provisions of the applicable treaty, such as a reduced tax rate; therefore, each non-Mexican holder should consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances. For Mexican tax purposes, in order to be entitled to the benefits of any tax treaty, non-Mexican holders must demonstrate that they are tax residents of the corresponding country by means of a tax residency certificate and comply with the procedural provisions set forth in the treaty and in the Mexican Income Tax Law.
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U.S. Federal Income Tax Considerations
Subject to the discussion below regarding the passive foreign investment company rules, the gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the U.S. holder in the case of Series B shares, or by the depositary in the case of ADSs, and will not be eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. Distributions, which will be made in pesos, will be includible in the income of a U.S. holder in a U.S.-dollar amount calculated by reference to the exchange rate in effect on the date they are received by the U.S. holder in the case of Series B shares, or the depositary in the case of ADSs, whether or not they are converted into U.S. dollars. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.
The U.S.-dollar amount of dividends received by an individual U.S. holder with respect to the ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Subject to certain exceptions for short term and hedged positions, dividends paid on the Series B shares or ADSs will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that has been approved for the purposes of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the years in which the dividend is paid, a passive foreign investment company (a “PFIC”). The income tax treaty between the United States and Mexico has been approved for the purposes of the qualified dividend rules. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2022 and 2023 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect to be a PFIC for our 2024 taxable year.
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Dividends generally will be treated as “passive category” income from foreign sources for U.S. foreign tax credit limitation purposes. A U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit for any Mexican withholding tax imposed with respect to the Series B shares or ADSs. However, as a result of new requirements adopted by the Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, any Mexican tax generally will need to satisfy certain additional requirements in order to be considered a creditable tax for a U.S. holder, except in the case of a U.S. holder that either (i) is eligible for, and properly claims, the benefits of the U.S.-Mexico Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under recently issued temporary guidance and complies with specific requirements set forth in such guidance. In the case of all other U.S. holders, we have not determined whether these requirements have been met, and, accordingly, no assurance can be given that any Mexican withholding tax will be creditable. Alternatively, a U.S. holder may elect to deduct Mexican withholding taxes in computing such U.S. holder’s taxable income (provided that the U.S. holder elects to deduct, rather than credit, all foreign income taxes paid or accrued for the relevant taxable year). The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involves the application of rules that depend on a U.S. holder’s particular circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. The rules governing the foreign tax credit are complex and U.S. holders are urged to consult their own tax advisors whether, and to what extent, a foreign tax credit will be available in light of their particular circumstances.
Taxation of Dispositions of Shares or ADSs
ADSs-Mexican Tax Considerations
Non-Mexican holders are liable for income tax in Mexico with respect to income derived from sources of wealth located within the national territory. The Mexican Income Tax Law locates the source of wealth for capital gains within the national territory when the shares that are sold were issued by a Mexican resident entity. Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.
The Mexican income taxation of the proceeds of a sale of our Series B shares or ADSs by a non-Mexican holder differs based on the jurisdiction of the holder, the method of effecting the sale, and a number of other factors. The various outcomes are summarized as follows:
Non-Mexican Holder Not Resident in Treaty Country
Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is not resident of a Treaty Country will be subject to Mexican withholding tax at the rate of 10% on the gain realized on such sale if the transaction is carried out through the Mexican Stock Exchange or other recognized markets. According to the Mexican Income Tax Law, Mexican stock intermediaries participating in these transactions are obligated to apply the aforementioned withholding. There are no clear rules in those cases in which a non-Mexican intermediary is involved, thus the non-Mexican holder could be obliged to remit the corresponding income tax to the Mexican tax authorities directly.
Non-Mexican Holder Resident in Treaty Country
Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is resident of a Treaty Country will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange, or any other recognized market, provided that certain requirements set forth by the Mexican Income Tax Law are complied with. A letter stating that the non-Mexican holder is resident in a Treaty Country shall be provided to the financial intermediary obligated to apply the withholding.
Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including through ADSs) within the 12-month period preceding such sale or other disposition.
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Sales Not Subject to the Reduced 10% Withholding Rate
For a non-Mexican holder that does not carry out the sale through an authorized stock exchange, the proceeds obtained from the sale or disposition of our Series B shares or ADSs will be subject to a 25% tax on the full sale price. Under certain circumstances, and provided certain requirements set forth by the Mexican Income Tax Law are complied with, non-Mexican holders, alternatively, may pay a 35% tax on the gain obtained from the transaction. This 25%/35% regime would also apply in the following cases: (i) sales of our Series B shares or ADSs that were acquired by the transferor outside of the Mexican Stock Exchange, or other recognized markets set forth in the Mexican Federal Tax Code; (ii) sales made by a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully-paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions; (iii) pre-negotiated trades executed through the facilities of the Mexican Stock Exchange; and (iv) trades of shares obtained as a result of our merger or spin-off, in certain cases.
In cases in which the 25%/35% regime is applicable, if the non-Mexican holder is a resident of a Treaty Country, a reduced withholding rate may be applicable if certain requirements are met according to the corresponding Treaty. Each holder is urged to consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.
U.S. Federal Income Tax Considerations
Assuming we are not treated as a PFIC (as discussed above under Taxation of Dividends—U.S. Federal Income Tax Considerations), upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs. Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. As a result of the December 2021 regulations discussed above in “Taxation of Dividends—U.S. Federal Income Tax Considerations,” any Mexican tax imposed on the sale or other disposition of the Series B shares or ADSs is unlikely to be treated as creditable, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under recently issued temporary guidance and complies with the specific requirements set forth in such guidance. However, even if the withholding tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the Series B shares or ADSs even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares or ADSs.
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Other Mexican Taxes
There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.
Specified Foreign Financial Assets
Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Series B shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. Investors should consult their own tax advisors concerning the application of these rules to their investment in the Class B shares or ADSs, including the application of the rules to their particular circumstances.
U.S. Backup Withholding Tax and Information Reporting Requirements
In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-exempt U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent. Backup withholding is not an additional tax. Amounts withheld as backup withholding tax will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
DOCUMENTS ON DISPLAY
We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. Any filings we make electronically are available to the public over the internet at the SEC’s web site at www.sec.gov and at our website at https://www.oma.aero/en/ (this website address is for information only and is not intended to be an active link or to incorporate any website information into this annual report).
A translation of this annual report on Form 20-F will be filed with the Mexican Stock Exchange and will be available for consultation through the Mexican Stock Exchange.
The person responsible of handling requests from investors and analysts on our behalf is our Chief Financial Officer, Ruffo Pérez Pliego del Castillo, who can be reached at Plaza Metrópoli Patriotismo, Piso 5, Av. Patriotismo 201, Col. San Pedro de los Pinos, Benito Juárez, Ciudad de México, México.
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Item 11. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Rate Risk
Our principal exchange rate risk involves changes in the value of the Mexican peso relative to the U.S. dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are largely collected in Mexican pesos based on the average exchange rate for the prior month. In 2021, 2022 and 2023, 13.4%, 11.5% and 11.7%, respectively, of our consolidated revenues were derived from passenger charges for international passengers. A depreciation of the Mexican peso as compared to the U.S. dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, in which case, we may provide discounts to passenger charges or to the airlines. In addition, if the peso appreciates as compared to the U.S. dollar, we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.
In addition, we did not have U.S. dollar-denominated debt as of December 31, 2023. Our cash balance denominated in U.S. dollars was U.S.$21,666 thousand on December 31, 2021, U.S.$7,414 thousand on December 31, 2022 and U.S.$11,574 thousand on December 31, 2023. See Note 21 to our audited consolidated financial statements for additional disclosures about market risk.
Interest Rate Risk
We have incurred in debt to partially finance our operations. As of December 31, 2023, 31.2% of our long-term debt has interest payments at a variable rate, all of which are indexed to the 28-day TIIE reference rate. Our long-term debt with variable interest payments exposes us to risk due to fluctuations in market interest rates. The primary risk exposure stems from potential variations in the reference interest rate. A hypothetical, instantaneous, and unfavorable 10% change in the 28-day TIIE rate applicable to the outstanding variable-rate debt would have resulted in additional financing expenses of approximately Ps.37,180 thousand for 2023, Ps.23,174 thousand for 2022, and Ps.3,736 thousand for 2021, respectively. For additional disclosures about market risk, see Note 21 to our audited consolidated financial statements.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
Item 12A. Debt Securities
Not applicable.
Item 12B. Warrants and Rights
Not applicable.
Item 12C. Other Securities
Not applicable.
Item 12D. American Depositary Shares
JPMorgan Chase Bank, N.A., serves as the depositary for our ADSs, and the address of its principal office is 4 383 Madison Avenue, Floor 11, New York, NY 10179. ADS holders are required to pay various fees to the depositary. On August 9, 2016, the Deposit Agreement among us and the depositary was amended to, among other things, implement certain changes in the form of American Depositary Receipt.
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The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.
Service |
| Fee or Charge Amount |
| Payee |
|---|---|---|---|---|
Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions | U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | JPMorgan Chase Bank, N.A. | ||
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | JPMorgan Chase Bank, N.A. | ||
Any cash distribution to ADS registered holders | U.S.$0.05 (or less) per ADS | JPMorgan Chase Bank, N.A. | ||
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders | A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | JPMorgan Chase Bank, N.A. | ||
Depositary services | U.S.$0.05 (or less) per ADS per calendar year | JPMorgan Chase Bank, N.A. | ||
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | U.S.$1.50 per ADR plus applicable registration or transfer fees | JPMorgan Chase Bank, N.A. | ||
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) | Expenses of the depositary | JPMorgan Chase Bank, N.A. | ||
Converting foreign currency to U.S. dollars | Expenses of the depositary | JPMorgan Chase Bank, N.A. | ||
Other fees, as necessary | Taxes and other governmental charges JPMorgan Chase Bank, N.A., or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | JPMorgan Chase Bank, N.A. | ||
Other fees, as necessary | Any charges incurred by JPMorgan Chase Bank, N.A., or its agents for servicing the deposited securities | JPMorgan Chase Bank, N.A. |
The depositary of our ADSs, JPMorgan Chase Bank, N.A., collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry
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system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.
The following table sets forth the amounts that we received in 2023, directly or indirectly, from JPMorgan Chase Bank N.A., as depositary of our ADSs:
Description |
| Amount | |
For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program-related expenses. | U.S.$ | — | |
For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program-related expenses. | U.S.$ | 407,126 | |
JPMorgan Chase Bank, N.A., as depositary of our ADSs, has agreed to reimburse us for expenses it incurs that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. It has also agreed to reimburse us annually for certain investor relationship programs. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
(a) Disclosure Controls and Procedures
We have evaluated, with the participation of our chief executive officer and chief financial officer, the design and operation of our disclosure controls and procedures as of December 31, 2023.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
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(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that:
1. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our chief executive officer and chief financial officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2023.
In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework (2013), which has been early-adopted.
Based on our assessment and those criteria, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2023. Additionally, Galaz, Yamazaki, Ruiz Urquiza, S.C., a an affiliate of a member entity of Deloitte Touche Tohmatsu Limited, the independent registered public accounting firm that has audited our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting.
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(c) Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated April 29, 2024, expressed an unqualified opinion on those financial statements, and included an explanatory paragraph related to the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in note 3d.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
187
/s/ Galaz, Yamazaki, Ruiz Urquiza, S.C.
México City, Mexico
April 29, 2024
(d) Changes in Internal Control over Financial Reporting
There has been no change in internal controls over financial reporting during 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee’s Financial Expert
Our Board of Directors has determined that Ms. Katia Eschenbach, a member of our Audit Committee, qualifies as an “audit committee financial expert” and as independent within the meaning of this Item 16A. The shareholders’ meeting of April 26, 2024, ratified Ms. Katia Eschenbach as the independent director required by the Mexican Securities Law and applicable NASDAQ listing standards and as an “audit committee financial expert” within the meaning of this Item 16A. See “Item 6. Directors, Senior Management and Employees—Directors.”
Item 16B. Code of Ethics
We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our Board of Directors, chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions as well as to our other officers and employees. Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.
Item 16C. Principal Accountant Fees and Services Audit and Non-Audit Fees
The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruiz Urquiza, S.C., an affiliate of a member firm of Deloitte Touche Tohmatsu Limited (Deloitte), during the fiscal years ended December 31, 2022 and 2023:
| 2022 |
| 2023 | |||
(in thousands of pesos) | ||||||
Audit fees | Ps. | 13,143 | Ps. | 15,532 | ||
All other fees |
| — |
| — | ||
Total fees | Ps. | 13,143 | Ps. | 15,532 | ||
Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports, in addition to their internal control attestation report.
All other fees in the above table are fees billed by Deloitte for services in connection with services rendered other than audit and tax services.
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Audit Committee Pre-Approval Policies and Procedures
Our Audit Committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our Audit Committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not, directly or indirectly, purchase any of our equity securities in 2023.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NASDAQ listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV.
On December 30, 2005, a new Mexican Securities Law was published in the Federal Official Gazette, which became effective on June 28, 2006.
The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.
NASDAQ Standards | Our Corporate Governance Practice | |
|---|---|---|
Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include us if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2). | Director Independence. Pursuant to the Mexican Securities Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies. | |
Our bylaws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has 11 members, of which five are independent under the Mexican Securities Law and the Sarbanes-Oxley Act of 2002. | ||
189
NASDAQ Standards | Our Corporate Governance Practice | |
|---|---|---|
Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2). | Executive Sessions. Our independent directors and those who are not members of the Company’s executive team are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required. | |
Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1). | Audit Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Audit Committee are not required to satisfy the NASDAQ independence and other Audit Committee standards that are not prescribed by Rule 10A-3. The principal characteristics of our Audit Committee are as follows: ● Our Audit Committee is composed of three members, all of whom are members of our Board of Directors. ● All of the members of our Audit Committee and the committee’s chairman are independent. ● The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting. ● Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws. ● Our Audit Committee submits an annual report regarding its activities to our Board of Directors. ● The duties of our Audit Committee include, among others, the following: ● issuing recommendations to the Board of Directors for the appointment of an external auditor of the Company, as well as for the contracting of services other than auditing, and providing an opinion about any removal of such external auditor; ● supervising the activities of our external auditors and following up to their communications and opinions; ● analyzing and supervising the preparation of our financial statements; ● informing the board of our internal controls and their adequacy; ● ●requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information |
190
NASDAQ Standards | Our Corporate Governance Practice | |
|---|---|---|
guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law; | ||
● informing the board of any irregularities that it may encounter; ● receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions; ● calling shareholders’ meetings; ● overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors; and ● ●providing an annual report to the Board. | ||
Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2). | Corporate Practices, Finance, Planning and Sustainability Committee. Pursuant to the Mexican Securities Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Law requires that committees consist of at least three independent directors appointed by the board of directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent). Pursuant to our bylaws and the Mexican Securities Law, the duties of our Corporate Practices, Finance, Planning and Sustainability Committee include, among others, the following: (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meeting; and (iv) assisting the board in the preparation of annual reports and other reporting obligations. |
191
NASDAQ Standards | Our Corporate Governance Practice | |
|---|---|---|
The duties of our Corporate Practices, Finance, Planning and Sustainability Committee are, among others, the following: ● evaluating the performance of relevant officers, ● reviewing related-party transactions, and ● determining the total compensation package of the chief executive officer. | ||
Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c). | Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide similar treatment to executives in comparable positions. No equity-compensation plans have been approved by our shareholders. | |
Shareholder Approval for Issuance of Securities. Issuances of securities (i) that will result in a change of control of the issuer, (ii) in connection with certain acquisitions of the stock or assets of another company, or (iii) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2). | Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities. | |
Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610. | Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees. | |
Conflicts of Interest. Appropriate review of all related-party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the board of directors of such transactions is required. Rule 5630(a-b). | Conflicts of Interest. In accordance with Mexican law and our bylaws, the Audit Committee must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Law, our Board of Directors and our Audit Committee are required to establish certain guidelines regarding related-party transactions that do not require board approval. | |
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b). | Solicitation of Proxies. Under the Mexican Securities Law, we are obliged to make available proxy materials for meetings of shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs. |
192
NASDAQ Standards | Our Corporate Governance Practice | |
|---|---|---|
Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3). | Independent Public Accountants Review. Under Mexican law, we must be audited by an independent public accountant that has complied with the requirements established in the “General Provisions applicable to entities and issuers supervised by the CNBV that require external audit services for basic financial statements.” Galaz, Yamazaki, Ruiz Urquiza, S.C., an affiliate of a member entity of Deloitte Touche Thomatsu Limited is our independent auditor. |
Item 16H. Mine Safety Disclosures
Not applicable.
Item 16I. Disclosure regarding foreign jurisdictions that prevent inspections
Not applicable.
Item 16J. Insider Trading Policies
Not applicable.
Item 16K. Cybersecurity
Risk Management and Strategy
We maintain a comprehensive process for assessing, identifying and managing material risks from cybersecurity threats, including risks relating to disruption of business operations or financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws and other litigation and legal risks, and reputational risks, as part of our overall risk management processes.
As of the date of this Annual Report, our cybersecurity risk management processes include the following:
| ● | Cybersecurity controls and procedures designed following the guidelines of the NIST CSF (National Institute of Standards and Technology Cybersecurity Framework); |
| ● | An Information Security Officer who performs vulnerability analysis of technological resources, Intrusion Detection System and Intrusion Prevention System analyses, review of physical and logical access, and coordinates awareness campaigns; |
| ● | Annual cybersecurity awareness campaigns to prevent phishing scams, among others; |
| ● | Cybersecurity alert procedures in the event of an incident, including escalation procedures to senior management and to the Board of Directors, in the event of material incidents. |
Additionally, in connection with our cybersecurity risk management processes, we:
| ● | Engage third-party service providers to conduct a vulnerability assessment and penetration testing, twice a year. |
| ● | Conduct internal assessments to evaluate the effectiveness of cybersecurity controls. |
193
| ● | Our cybersecurity risk management processes extend to monitoring and identifying threats associated with the use of third-party service providers, which include compliance by such providers with certain requirements before connecting to our IT infrastructure in order to prevent unauthorized individuals or entities from accessing to certain of our information. |
Our business strategy, results of operations and financial condition have not been materially affected, including as a result of previous cybersecurity incidents, but we cannot guarantee that they will not be materially affected in the future by any major incident.
Governance
Management
Cybersecurity risk management processes are managed and monitored by our Information Security Officer, who reports directly to our IT manager (the “IT Manager”). In turn, the IT Manager reports these matters to the Chief Financial Officer. Our Information Security Officer has a degree in information technology and over 10 years of experience within the cybersecurity field and holds several certifications, including Cisco Certified Specialist - Security Core, Cisco Certified Network Associate, and Fortinet Network Security Expert Levels 1 and 2.
Committee
The Company’s cybersecurity committee is comprised of the Chief Executive Officer, Chief Financial Officer, IT Manager and Chief Technical Officer. The Committee receives quarterly reports from the Information Security Officer information regarding security incidents, status of the implementations of cybersecurity projects and review of improvements based on recent developments.
Board of Directors
Management reports material cybersecurity incidents and the status of its remediation to the Audit Committee of the Board of Directors, which is primarily responsible for the oversight of risks, including cybersecurity threats.
194
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
Reference is made to pages F-1 through F-76 of this annual report.
Item 19. Exhibits
Documents filed as exhibits to this annual report.
Exhibit No. |
| Description |
|---|---|---|
1.1 | ||
2.1 | ||
2.2 | ||
2.3 | ||
2.4 | ||
2.5 | ||
2.6 | ||
2.7 | ||
2.b* |
195
Exhibit No. |
| Description |
|---|---|---|
2.d* | ||
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
196
Exhibit No. |
| Description |
|---|---|---|
4.6 | ||
4.7 | ||
4.8 | ||
4.9* | ||
8.1 | ||
11.1 | ||
12.1* | ||
12.2* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, | |
13.1* | ||
97* | ||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Schema Document. | |
101.CAL | XBRL Calculation Linkbase Document. | |
101.DEF | XBRL Definition Linkbase Document. | |
101.LAB | XBRL Label Linkbase Document. | |
101.PRE | XBRL Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
* Filed herewith
197
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.
GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. | ||
By: | /s/ Ruffo Pérez Pliego del Castillo | |
Name: Ruffo Pérez Pliego del Castillo | ||
Title: Chief Financial Officer | ||
Dated: April 29, 2024 | ||
*****
198
Grupo Aeroportuario del Centro
Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Financial Statements for the Years Ended December 31, 2023, 2022 and 2021, and Report of Independent Registered Public Accounting Firm Dated April 29, 2024
F-1
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements for the Years Ended December 31, 2023, 2022 and 2021
Table of contents | Page | |
Report of Independent Registered Public Accounting Firm ( | F-4 | |
F-6 | ||
Consolidated Statements of Income and Other Comprehensive Income | F-8 | |
F-9 | ||
F-10 | ||
F-11 |
F-2
Index for Notes to Consolidated Financial Statements
Note | Description | Page |
F-11 | ||
F-11 | ||
F-13 | ||
F-15 | ||
Critical accounting judgments and key sources of estimation uncertainty | F-29 | |
F-30 | ||
F-31 | ||
F-32 | ||
F-33 | ||
F-34 | ||
F-36 | ||
F-37 | ||
F-38 | ||
F-38 | ||
F-39 | ||
F-40 | ||
F-41 | ||
F-43 | ||
F-45 | ||
F-48 | ||
F-51 | ||
F-57 | ||
F-58 | ||
F-58 | ||
F-61 | ||
F-64 | ||
F-66 | ||
Authorization for the issuance of the consolidated financial statements | F-66 |
F-3
Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.
(Thousands of Mexican pesos)
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries (the “Company”) as of December 31, 2023, 2022 and 2021, the related consolidated statements of income and other comprehensive income, changes in shareholders’ equity and cash flows, for the years then ended and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Our audits also comprehended the translation of Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 3d. to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside of Mexico.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 29, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-4
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Improvements to Investment in airport concessions and major maintenance disbursements — Refer to Notes 10 and 16 to the consolidated financial statements.
Critical Audit Matter Description
The Company is obligated to incur expenditures for improvements and major maintenance to concessioned assets in accordance with the Master Development Program (MDP). These expenditures must comply with the MDP to be recovered through increases in rates that the Company may charge for aeronautical services.
We identified the recognition of expenditures as improvements to the airport concession and major maintenance disbursements as a critical audit matter because of the judgements made by management, including whether the expenditures comply with the MDP. This required a high degree of auditor judgment in evaluating whether the audit evidence obtained supports their compliance with the MDP.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recognition of the expenditures related to the improvements to airport concessions and major maintenance cost included the following, among others:
| ● | We obtained an understanding of the nature of the expenditures allowed under the MDP. |
| ● | We assessed compliance with the MDP, including compliance rates in prior years. |
| ● | We tested the effectiveness of controls addressing expenditures related to improvements to airport concessions and major maintenance expenditures. |
| ● | We inspected documentation of the expenditures and assessed its appropriateness in relation to the requirements of the MDP. |
| ● | We performed physical observations of additions to improvements to airport concession assets and major maintenance works. |
| ● | We traced the improvements or major maintenance expenditures to the MDP compliance report that is submitted to governmental authorities for review. |
| ● | We read minutes from the quarterly status meetings with governmental authorities. |
/s/ Galaz, Yamazaki, Ruiz Urquiza, S.C.
México City, Mexico
April 29, 2024
We have served as the Company’s auditor since 2000.
F-5
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Statements of Financial Position
(Thousands of Mexican pesos)
Thousands of | ||||||||||||||
U.S. dollars | ||||||||||||||
(Convenience | ||||||||||||||
Translation | ||||||||||||||
Note3 d) | December 31, | |||||||||||||
| Notes |
| 2023 |
| 2023 |
| 2022 |
| 2021 | |||||
Assets: |
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents |
| 6 | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |
Accounts receivable, net |
| 7 |
| |
| |
| |
| | ||||
Recoverable taxes |
| |
| |
| |
| | ||||||
Advance Payment for constructions to related parties |
| 24 |
| |
| |
| |
| | ||||
Advance Payments to contractors |
| |
| |
| |
| | ||||||
Other accounts receivable and prepaid expenses |
| 8 |
| |
| | | | ||||||
Total current assets |
| |
| |
| |
| | ||||||
Non-current assets: |
|
|
|
|
|
|
|
| ||||||
Property, leasehold improvements and equipment, net |
| 9 |
| |
| |
| |
| | ||||
Investment in airport concessions, net |
| 10 |
| |
| |
| |
| | ||||
Rights of use of leased assets, net | 18 | | | | | |||||||||
Other assets, net |
| |
| |
| |
| | ||||||
Deferred income taxes |
| 19 |
| |
| |
| |
| | ||||
Total non-current assets |
| |
| |
| |
| | ||||||
Total assets | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
F-6
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Statements of Financial Position
(Thousands of Mexican pesos)
Thousands of | ||||||||||||||
U.S. dollars | ||||||||||||||
(Convenience | ||||||||||||||
Translation | ||||||||||||||
Note 3 d) | December 31, | |||||||||||||
| Notes |
| 2023 |
| 2023 |
| 2022 |
| 2021 | |||||
Liabilities and shareholders’ equity: | ||||||||||||||
Current liabilities: | ||||||||||||||
Short-term debt | 14 | U.S.$ | — | Ps. | — | Ps. | | Ps. | | |||||
Current portion of long-term debt |
| 15 | — |
| — |
| |
| — | |||||
Current portion of major maintenance provision |
| 16 |
| |
| |
| |
| | ||||
Current portion of financial leases | 18 | | | | | |||||||||
Trade accounts payable |
| 12 |
| |
| |
| |
| | ||||
Payable taxes and other accrued expenses |
| 13 |
| |
| |
| |
| | ||||
Accounts payable to related parties |
| 24 |
| |
| |
| |
| | ||||
Total current liabilities |
| |
| |
| |
| | ||||||
Non-current liabilities: | ||||||||||||||
Long-term debt |
| 15 |
| |
| |
| |
| | ||||
Major maintenance provision |
| 16 |
| |
| |
| |
| | ||||
Guarantee deposits |
| |
| |
| |
| | ||||||
Labor obligations |
| 17 |
| |
| |
| |
| | ||||
Financial leases | 18 | | | | | |||||||||
Deferred income taxes |
| 19 |
| |
| |
| |
| | ||||
Total non-current liabilities |
| |
| |
| |
| | ||||||
Total liabilities |
| |
| |
| |
| | ||||||
Commitment and contingencies |
| 20 | ||||||||||||
Shareholders’ equity |
| 22 | ||||||||||||
Contributed capital: | ||||||||||||||
Common stock |
| |
| |
| |
| | ||||||
Additional paid-in capital |
| |
| |
| |
| | ||||||
| |
| |
| |
| | |||||||
Earned capital: | ||||||||||||||
Reserve for repurchase of shares |
| |
| |
| |
| | ||||||
Retained earnings |
| |
| |
| |
| | ||||||
Accumulated other comprehensive loss | 23 |
| |
| |
| |
| ( | |||||
| |
| |
| |
| | |||||||
Controlling interest |
| |
| |
| |
| | ||||||
Non-controlling interest |
| |
| |
| |
| | ||||||
Total shareholders’ equity |
| |
| |
| |
| | ||||||
Total liabilities and shareholders’ equity | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Statements of Income and Other Comprehensive Income
(Thousands of Mexican pesos, except per share data)
Thousands of U.S. | ||||||||||||||
dollars | ||||||||||||||
(Convenience | ||||||||||||||
Translation | ||||||||||||||
Note 3 d) | For the years ended December 31, | |||||||||||||
| Notes |
| 2023 |
| 2023 |
| 2022 |
| 2021 | |||||
Revenues: |
|
|
|
|
|
|
|
| ||||||
Aeronautical services | 26 |
| U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |
Non-aeronautical services |
| 26 |
| | |
| |
| | |||||
Construction services |
| 10 |
| | |
| |
| | |||||
Total revenues |
| | |
| |
| | |||||||
Operating costs and expenses: |
|
|
|
|
|
|
| |||||||
Cost of services, excluding depreciation and amortization |
| 27 |
| | |
| |
| | |||||
Major maintenance provision |
| 16 |
| | |
| |
| | |||||
Cost of construction | 10 |
| | |
| |
| | ||||||
Administrative expenses |
| | |
| |
| | |||||||
Concession taxes |
| | |
| |
| | |||||||
Technical assistance fees |
| 24 |
| | |
| |
| | |||||
Depreciation and amortization |
| | |
| |
| | |||||||
Other income, net |
|
| ( | ( |
| ( |
| ( | ||||||
Total operating costs and expenses |
| | |
| |
| | |||||||
Operating income |
| | |
| |
| | |||||||
Interest expense |
| | |
| |
| | |||||||
Interest income |
| ( | ( |
| ( |
| ( | |||||||
Exchange loss (income), net |
| | |
| |
| ( | |||||||
| | |
| |
| | ||||||||
Income before income taxes |
| | |
| |
| | |||||||
Income tax expense |
| 19 |
| | |
| |
| | |||||
Consolidated net income for the year |
| | |
| |
| | |||||||
Other comprehensive income (loss): |
|
|
|
|
|
|
| |||||||
Items that will not be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
| |||||||
Actuarial gain (loss) on labor obligations |
| 17 and 23 |
| | |
| |
| | |||||
Income tax relating to actuarial loss (gain) on labor obligations |
| 23 |
| ( | ( |
| ( |
| ( | |||||
Total other comprehensive income (loss) |
| | |
| |
| | |||||||
Total comprehensive income for the year | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
Consolidated net income attributable to: |
|
|
|
|
|
|
| |||||||
Controlling interest | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
Non-controlling interest |
| | |
| |
| | |||||||
U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | ||||
Comprehensive income attributable to: |
|
|
|
|
|
|
| |||||||
Controlling interest | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
Non-controlling interest |
| | |
| |
| | |||||||
U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | ||||
Basic and diluted earnings per share of controlling interest | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |||
Weighted average shares outstanding |
| | |
| |
| | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Statements of Changes in Shareholders’ Equity
(Thousands of Mexican pesos, except share data (Note 22))
Contributed capital | Retained earnings | Accumulated | ||||||||||||||||||||||||||||||
|
|
|
| Total |
| Reserve for |
|
| other |
|
|
| Total non- |
| Total | |||||||||||||||||
Number of | Additional | contributed | repurchase of | Retained | comprehensive | Total earned | Total controlling | controlling | shareholders’ | |||||||||||||||||||||||
shares | Common stock | paid-in capital | capital | shares | earnings | income | capital | interest | interest | equity | ||||||||||||||||||||||
Balance as of January 1, 2021 |
| |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | ( |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Repurchase of shares, net |
| ( |
| ( |
| — |
| ( |
| ( |
| — |
| — |
| ( |
| ( |
| — |
| ( | ||||||||||
Dividends paid |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| — |
| ( | ||||||||||
Consolidated comprehensive income |
| — |
| — |
| — |
| — |
| — |
| |
| |
| |
| |
| |
| | ||||||||||
Balance as of December 31, 2021 |
| |
| |
| |
| |
| |
| |
| ( |
| |
| |
| |
| | ||||||||||
Increased in reserve for repurchase of shares |
| — |
| — |
| — |
| — |
| |
| ( |
| — |
| — |
| — |
| — |
| — | ||||||||||
Dividends paid |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
| ( | ||||||||||
Consolidated comprehensive income |
| — |
| — |
| — |
| — |
| — |
| |
| |
| |
| |
| |
| | ||||||||||
Balance as of December 31, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||||
Dividends paid |
| — | — | — | — | — | ( | — | ( | ( | ( | ( | ||||||||||||||||||||
Consolidated comprehensive income |
| — | — | — | — | — | | | | | | | ||||||||||||||||||||
Balance as of December 31, 2023 |
| |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Consolidated Statements of Cash Flows
(Thousands of Mexican pesos)
Thousands of U.S. | ||||||||||||
dollars | ||||||||||||
(Convenience | ||||||||||||
Translation | ||||||||||||
Note 3 d) | Year ended December 31, | |||||||||||
| 2023 |
| 2023 |
| 2022 |
| 2021 | |||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
| ||||
Income before income taxes | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |
Adjustments for: | ||||||||||||
Depreciation and amortization |
| |
| |
| |
| | ||||
Major maintenance provision |
| |
| |
| |
| | ||||
Increase in allowance for doubtful accounts |
| |
| |
| |
| | ||||
Gain on sales of property and equipment |
| ( |
| ( |
| ( |
| ( | ||||
Present value of major maintenance provision | | | | | ||||||||
Interest income |
| ( | ( |
| ( |
| ( | |||||
Interest expense |
| |
| |
| |
| | ||||
Exchange differences |
| ( |
| ( |
| |
| ( | ||||
| |
| |
| |
| | |||||
(Increase) trade accounts receivable, net |
| ( |
| ( |
| ( |
| ( | ||||
Decrease (increase) recoverable tax |
| ( |
| ( |
| |
| | ||||
(increase) decrease of repayment for contractors, other accounts receivable and prepaid expenses |
| ( |
| ( |
| ( |
| | ||||
Increase (decrease) trade accounts payable |
| ( |
| ( |
| |
| ( | ||||
Increase (decrease) payable taxes and other accrued expenses |
| |
| |
| |
| ( | ||||
Income taxes paid |
| ( |
| ( |
| ( |
| ( | ||||
Increase (decrease) related parties, net |
| |
| |
| |
| | ||||
Major maintenance provision |
| ( |
| ( |
| ( |
| ( | ||||
Increase (decrease) guarantee deposits and labor obligations |
| |
| |
| |
| | ||||
Net cash flows from operating activities |
| |
| |
| |
| | ||||
Cash flows from investment activities: | ||||||||||||
Acquisition of property and equipment |
| ( |
| ( |
| ( |
| ( | ||||
Other non-current assets |
| ( |
| ( |
| ( |
| — | ||||
Proceeds from sale of property and equipment |
| |
| |
| |
| | ||||
Acquisition of improvements in concessioned assets |
| ( |
| ( |
| ( |
| ( | ||||
Interest received |
| |
| |
| |
| | ||||
Net cash flows used by investing activities |
| ( |
| ( |
| ( |
| ( | ||||
Cash flow from financing activities: | ||||||||||||
Borrowings of long-term debt | U.S.$ | — | Ps. | — | Ps. | | Ps. | | ||||
Payment of long-term debt |
| ( | ( |
| ( |
| ( | |||||
Issuance of debt securities |
| |
| |
| |
| | ||||
Amortization of debt securities |
| ( |
| ( |
| — |
| ( | ||||
Debt issuance cost | ( |
| ( |
| ( |
| ( | |||||
Repurchase of shares | — |
| — |
| — |
| ( | |||||
Loans obtained from related parties | |
| |
| |
| — | |||||
Loan payments to related parties | — | — | — | ( | ||||||||
Interest paid |
| ( | ( | ( | ( | |||||||
Dividends paid |
| ( | ( | ( | ( | |||||||
Financial leases payments |
| ( | ( |
| ( |
| ( | |||||
Net cash used by financing activities |
| ( |
| ( |
| ( |
| | ||||
Net (decrease) increase in cash and cash equivalents |
| ( |
| ( |
| ( |
| | ||||
Effects of exchange rate changes on the foreign currency cash balance | ( | ( | ( | | ||||||||
Cash and cash equivalents at the beginning of the year cash balance |
| |
| |
| |
| | ||||
Cash and cash equivalents at the end of the year | U.S.$ | |
| Ps. | |
| Ps. | |
| Ps. | | |
Noncash investing activities which are not reflected in the consolidated statements of cash flows: | ||||||||||||
Acquisition of property, leasehold improvements and equipment, including finance leases | U.S.$ | — |
| — |
| Ps. | |
| Ps. | — | ||
Acquisition of improvements in concessioned assets | | |
| |
| | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-10
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries
(Affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
(In thousands of Mexican pesos, except otherwise indicated)
1. Nature of business operations
Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. (“GACN” or the “Company”), is an affiliate of Servicios de Tecnología Aeroportuaria, S. A. de C.V. (“SETA”) and as of December 7, 2022, is an indirect subsidiary of VINCI Airports SAS (“VINCI”) (note 2d).
GACN is a holding company, whose subsidiaries are engaged in the administration, operation, and use of
The address of the Company’s corporate office is Patriotismo #201, 5th Floor, San Pedro de los Pinos, Mexico City, Zip Code 03800.
2. Significant events
2023
a) | Debt issuance and repayment of bank loans |
On March 10, 2023, GACN issued long-term sustainability-linked debt securities for a total of Ps.
The fixed rate tranche, in the amount of Ps.
The proceeds of the issuance were used to repay Ps.
b) | Changes to Tariff Regulation |
On October 20, 2023, new tariff regulation bases (the “Bases”) issued by the Federal Civil Aviation Agency (“AFAC”) became effective. The tariff regulation bases refer to those set forth in Annex 7 of the concession titles of the
Among the main modifications to the Bases are: (i) Determination of the methodology based on the weighted average cost of capital (“WACC”) for the calculation of the discount rate to be used in the determination of the maximum tariffs in each ordinary five-year review; (ii) Adjustments at the end of a five-year period of the reference value in case an excess of observed traffic units are above a certain level over the traffic units estimated at the beginning of the five-year period; and (iii) Redistribution of the reference value in each ordinary five-year review based on traffic units of each airport.
F-11
Additionally, the Mexican Congress approved an increase in the percentage of royalties on revenues obtained by the concessionaires from
The Company’s management evaluated the changes to the Basis and the increase in the amount of fees payable by the concessionaires and considers that such changes do not have a material impact on the Company’s expected results and net cash flow.
c) | Impact of Hurricane OTIS |
On October 24 and 25, 2023, Hurricane OTIS, a category 5 storm, made landfall in Acapulco City, resulting in the temporary closure of Acapulco Airport. From October 25 to November 12, 2023, only humanitarian aid flights were permitted to operate. Regular commercial aviation operations resumed on November 13, 2023. In 2023, Acapulco International Airport represented
In the months of December 2023, January and February 2024, total passenger traffic at Acapulco Airport decreased
The Company expects that passenger traffic at Acapulco Airport will gradually recover in line with the reopening of hotel rooms and other tourist infrastructure in the city. At the end of 2023, the Entity’s consolidated financial statements reflect in “Property, leasehold improvements and equipment, net” the amount of Ps.
2022
d) | Share purchase and sale agreement. |
On July 31, 2022, a subsidiary of VINCI Airports SAS (“VINCI”) entered into a share purchase and sale agreement to indirectly acquire
On December 7, 2022, the indirect acquisition of
The purchase price for SETA was approximately US$
This transaction had no financial and accounting effect that had to be recognized in the Company’s financial statements as the indirect acquisition of shares of GACN did not represent any resources received or expenditure made by the Company, nor a change in the number of shares outstanding.
F-12
3. Basis of presentation and consolidation
a) | Statement of compliance |
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including amendments and interpretations, as issued by the International Accounting Standards Board (IASB).
b) | Consolidated statement of financial position |
According to the requirements of the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), GACN must present as part of its basic consolidated financial statements, a third year in the consolidated statement of financial position.
c) | Basis of preparation |
The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases. In addition, the Company determines the fair value of certain financial instruments for disclosures purposes.
i. | Historical cost |
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
ii. | Fair value |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, lease transactions that are within the scope of IFRS 16 Leases, and valuations that have some similarities to fair value but are not fair value, such as the net realizable value of IAS 2 or the value in use of IAS 36 Impairment of Assets.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1: Inputs are quoted prices for identical assets or liabilities that the Company can access at the measurement date. |
| ● | Level 2: Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
| ● | Level 3: Inputs are unobservable inputs for the asset or liability. |
F-13
d) | Convenience translation |
Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 2023, and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.
e) | Reporting and functional currency |
The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented (reporting currency) and the Company’s functional currency. Transactions in currencies other than the peso are recorded in accordance with established policies described in note 4 b.
f) | Consolidated statements of income and other comprehensive income |
The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.
g) | Statement of Cash Flows |
The Company presents the cash flows from operating activities using the indirect method, in which the profit or loss is adjusted to reflect the effect of transactions that do not require cash flow, including those associated with investment or financing activities.
h) | Principles of consolidation |
The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:
| ● | Have power over the investee. |
| ● | Are exposed, or have rights, to variable returns from involvement with the investee; and |
| ● | Have the ability to use their power to affect their returns. |
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:
| ● | The percentage of the Company’s holding of voting rights relative to the percentage and dispersion of holdings of the other vote holders. |
| ● | Potential voting rights held by the Company, other vote holders or other parties. |
| ● | Rights arising from other contractual arrangements; and |
F-14
| ● | Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. |
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
The income and each component of other comprehensive income are attributed to the Company’s owners and to the non-controlling interests.
The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the shareholders’ equity section, and the consolidated statements of income and other comprehensive income.
The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Note 11 sets forth the entities that are consolidated on the financial statements and the information related thereto.
4. Material accounting policies
The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires the Company’s management to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events. However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.
The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended December 31, 2023, were the same as those applied in the consolidated financial statements for 2022 and 2021, except for the standards and interpretations described in paragraph (a) (I) included below, which were applicable to the Company and were effective during 2023.
F-15
a. | Adoption of new and revised International Financial Reporting Standards |
I. | Application of new and modified International Financing Reporting Standards (“IFRSs” or “IAS”) that are mandatorily effective for the accounting period beginning on or after 2023. |
In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2023. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements— Disclosure of Accounting Policies |
| The Company has adopted the amendments to IAS 1 for the first time in the current year. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. |
Amendments to IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single Transaction | The Company has adopted the amendments to IAS 12 for the first time in the current year. The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and affects neither accounting profit nor taxable profit. Following the amendments to IAS 12, an entity is required to recognise the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12. | |
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting Estimates | The Company has adopted the amendments to IAS 8 for the first time in the current year. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.” The definition of a change in accounting estimates was deleted. |
F-16
II. | IFRS Standards in issue but not yet effective |
At the date of authorization of these financial statements, the Company has not applied the following new and modified IFRS Standards that have been issued but are not yet effective:
Amendments to IFRS 10 and IAS 28 |
| Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (2) |
Amendments to IAS 1 | Classification of Liabilities as Current or Non-current (1) | |
Amendments to IAS 1 | Non-current Liabilities with Covenants (1) | |
Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements (1) | |
Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback | |
Amendments to IAS 1 | Absence of convertibility (2) |
1) | Effective for annual periods beginning on January 1, 2024 |
2) | Effective for annual periods beginning on January 1, 2025 |
Management does not expect that the adoption of these and modifications will have a significant impact on the consolidated financial statements of the Company.
b. | Foreign currency transactions |
Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.
c. | Cash and cash equivalents |
Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.
d. | Financial instruments |
Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Financial assets
All purchases or sales of financial assets in the ordinary course of business are recognized and derecognized on a trade date basis. Purchases or sales in the ordinary course of business are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
F-17
As of December 31, 2023, 2022 and 2021, all of the Company’s financial assets have been recognized at amortized cost.
i) | Amortized cost and effective interest method |
The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.
The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.
ii) | Financial assets at fair value through profit or loss (FVTPL) |
Financial assets are classified at fair value through profit or loss when the financial asset is held for trading, or it is designated as fair value through profit or loss. As of December 31, 2023, 2022 and 2021, the Company does not have financial assets at fair value through profit.
Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Company recognizes lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, including general economic conditions.
For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.
F-18
i) | Definition of default |
The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:
| ● | When there is a breach of financial covenants by the debtor; or |
| ● | The information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company). |
Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
ii) | Credit-impaired financial assets |
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.
iii) | Write-off policy |
The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or bankruptcy proceedings. Any recoveries made are recognized in profit or loss.
iv) | Measurement and recognition of expected credit losses |
According to IFRS 9, the Company recognizes a provision of expected credit losses in the financial assets such as trade receivables and other financial assets. The expected credit losses on these financial assets are estimated from the initial recognition of the asset at each reporting date, using as a reference the past experience of the Company’s credit losses, adjusted for factors that are specific to the debtors or groups of debtors, the general economic conditions and an assessment of both, management and conditions existing as of the reporting date, including the time value of money where appropriate.
The measurement of expected credit losses is a function of the probability of default, loss due to a default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss due to a default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.
Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers to another entity the financial asset and substantially all the risks and rewards of ownership of the asset.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
F-19
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders’ meeting authorizes the maximum disbursement for the repurchase of shares to be used for this activity in each period between said meeting and the following, in which the application of results is approved and made.
At the time of a purchase, shares are converted into treasury shares and become part of the shareholders’ equity at the purchase price; one part of the capital stock to the historical value, and the remainder to the reserve to repurchase shares.
Financial liabilities
All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL.
Other financial liabilities
Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.
When a financial liability measured at amortized cost is modified without a derecognition, the Company recognizes a gain or loss in the modification, which is calculated as the difference between the amortized cost at the date of the refinancing and the cash flows with the new terms of financing discounted at the effective interest rate of the original debt. In addition, when the Company refinancing the transaction and the previous liability qualifies to be derecognized, the costs incurred in the refinancing are recognized immediately in results at the date of the termination of the previous financial liability.
F-20
e. | Property, leasehold improvements and equipment, net |
Expenditures for property, leasehold improvements and equipment acquired are carried at acquisition cost. Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:
| Useful | |
Life (years) | ||
Improvement in leased assets |
| |
Machinery and equipment |
| |
Furniture and office equipment |
| |
Transportation equipment |
| |
Computer equipment |
|
The depreciation of property, leasehold improvements and equipment is recorded in results.
Disposal of assets
The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.
Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the subsequent write-off or derecognition of the assets replaced or renewed.
Construction in progress for leasehold improvement
Construction in progress for leasehold improvement is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.
Subsequent costs
Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.
f. | Leases |
-As lessor
Leases for which the Company is a lessor are classified as financial leases or operating leases. Whenever the terms of the lease transfer substantially all risks and rewards of ownership in the lessee, the contract is classified as a financial lease. All other leases are classified as operating leases.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
F-21
Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
-As lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise in:
| ● | Fixed payments, (including in-substance fixed payments, less any lease incentives receivable. |
| ● | Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date. |
| ● | The amount expected to be payable by the lessee under a residual value guarantee. |
| ● | The exercise price of purchase options if the lessee is reasonably certain to exercise the options, and |
| ● | Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease. |
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
| - | The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
| - | The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
| - | A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
F-22
The Company did not make any such adjustments during the periods presented.
Right-of-use assets
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfer’s ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment’ policy.
g. | Guarantee deposits |
Guarantee deposits correspond to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized against services unpaid by tenants.
Additionally, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”) and other airport services.
If the payment obligations are not met, the Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.
h. | Borrowing costs |
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.
i. | Investment in airport concessions |
This item consists of the rights paid to manage, operate and, in certain cases make capital investments to
Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the Ministry of Infrastructure Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.
Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement.
F-23
Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.
The Company classifies its concessioned assets as an intangible asset, including its improvements.
An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.
Investments in airport concessions are amortized on a straight-line basis over the term of the concession, which is until 2048, or from the date of capitalization of additions or improvements considering the remaining term of the concession.
Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.
j. | Impairment of tangible and intangible assets |
Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any.
Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.
When an impairment subsequently reverses, the Company reverses a portion, or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
The Company considers that each airport individually cannot be considered as a “cash generating unit” to determine the extent of the loss impairment, since the tender for the concession was made by the Mexican Government as a package of
k. | Provisions |
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.
F-24
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, (when the effect of the time value of money is material).
The main provision recognized by the Company is for major maintenance for its concessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.
l. | Major maintenance provisions |
The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s Master Development Program, which is reviewed and updated every
The carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.
Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.
In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a remeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.
m. | Income taxes |
Income tax expense represents the sum of the tax currently and deferred tax. Current tax is determined based on taxable profit, which differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.
Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carry forwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.
F-25
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the Master Development Program and the maximum rates for the period 2021-2025 approved by the Ministry of Infrastructure Communications and Transportation.
Current and deferred income taxes are recognized as income or expense in profit or net loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.
Assets and deferred tax liabilities are offset when a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.
n. | Employee benefits |
Short-term employee benefits
A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Certain subsidiaries are subject to payment of statutory employee profit sharing and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.
As a result of the Income Tax Law of 2014, as of December 31, 2023 and 2022, the PTU is determined based on taxable income according to section I of article 9 of the same Law.
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
Benefits from retirement and termination
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
F-26
For defined benefit retirement benefit plans for termination and seniority premium, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated financial statements with a charge or credit recognized in other comprehensive income in the period in which they occur.
Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:
| ● | Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements) |
| ● | Net interest expense or income |
| ● | Remeasurement |
The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.
The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
A liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.
o. | Revenue recognition |
The revenues are recognized at the fair value of the consideration received or receivable, net of any discount. The Company applies a 5-step approach to revenue recognition:
| ● | Step 1: Identify the contract(s) with a customer. |
| ● | Step 2: Identify the performance obligations in the contract. |
| ● | Step 3: Determine the transaction price. |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract. |
| ● | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. |
Under this scope, the Company recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.
Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.
F-27
Aeronautical services
Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the Ministry of Infrastructure Communications and Transportation, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the related services are rendered.
With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see note 26).
Non-aeronautical services
Consist mainly of the leasing of commercial spaces in airport terminals (different from spaces occupied by airlines that are essential for their operation), revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher (contingent rent). The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.
Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this lag at each reporting date and does not believe such effect to be material to its reported results.
The Company’s policy for recognition of revenue from operating leases is described in detail, in subparagraph g) of this note (the Company as lessor).
Hotel services revenues
Revenues are recognized when the services are rendered.
Construction services and costs of improvements to concessioned assets
Under IFRIC 12 (Service Concession Arrangements), the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the Master Development Program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the Master Development Program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services.
F-28
The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the Master Development Program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent because the Company does not obtain any profit margin for the construction and considers that the costs incurred are paid at market prices.
p. | Basic and diluted earnings per share |
Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares.
5. Critical accounting judgments and key sources of estimation uncertainty
In applying the Company’s accounting policies, described in note 4, the Company’s management makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities in the consolidated financial statements. The estimates and underlying assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.
Estimates and assumptions are reviewed on an ongoing basis. Adjustments to accounting estimates are recognized in the period in which the adjustment is made and future periods if the change affects both the current period and to subsequent periods.
a. | Critical accounting judgments |
Critical judgments, other than those involving estimations (see paragraph b), made by management throughout the process of applying the Company’s accounting policies that have a material effect on the consolidated financial statements, are presented below.
| ● | Evaluation of the existence of control on investments in subsidiaries (see note 11). |
| ● | Defined benefit obligations to the Company’s employees are discounted at a rate set by reference to market rates at the end of the reference period of Mexican government bonds. |
| ● | The Company is subject to transactions or contingent events over which it applies professional judgment to determine the probability of occurrence. Factors considered in this determination are the legal situation as of the date on which the estimation is made and the opinion of legal advisors. |
b. | Key sources of estimation uncertainty |
Basic assumptions concerning the future and other key sources of uncertainty in the estimates made at the end of the reporting period, that have a significant risk of causing significant adjustments to the carrying amounts of assets and liabilities within the following financial year are as follows:
| ● | The Company’s long-lived assets correspond to concessions granted by the Mexican Government, properties, leasehold improvements and equipment. The Company reviews the carrying amounts of its long-lived assets to determine whether there are indications of impairment. |
The Company did not identify impairment with respect to the investment of the NH T2 Hotel recorded in improvements in leased assets, whose lease contract with Mexico City International Airport expires in 2029.
F-29
The Company determined the recoverable amount of the cash-generating unit corresponding to NH T2 by estimating the value in use, which uses cash flow projections based on projections over the remaining life of the lease until 2029, discounted at a discount rate of between
The Company’s management, based on value-in-use calculations, has not identified any impairment as the recoverable amount exceeds the carrying value of the cash generating unit by approximately
Management estimates that the value in use considering an average tariff reduction of
| ● | The Company’s management reviews the estimated useful lives of property, leasehold improvements and equipment at the end of each annual period. Based on detailed analyses, the Company’s management could modify the useful life of certain assets of property, leasehold improvements and equipment. The degree of uncertainty associated with estimates of useful lives is related to market changes, use of assets and technological development. |
| ● | The Company’s management determines and recognizes, based on estimates, the major maintenance provision as per concession contracts with the Mexican Government to maintain and restore the airports’ infrastructure, which affects the results of periods ranging from the moment concession infrastructure becomes available for use through the date on which the maintenance and/or repair works are performed. The Company also calculates the appropriate discount rate for determining the present value of expected expenses that are required to meet its obligations. |
The short- and long-term classification of the provision is based on the best estimate of the Company of the period in which the work is expected to be carried out. There is also a judgment in determining the accounting policy of recognition of this provision.
Although these estimates were made based on the best information available as of December 31, 2023, 2022 and 2021 it is possible that future events may require the Company to modify (increase or decrease) the amounts in the coming years, which in such case would be applicable on a prospective basis by recognizing the effects of changes in estimates in the corresponding consolidated financial statements.
6. Cash and cash equivalents
Cash and cash equivalents are composed as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2022 | ||||
Cash |
| Ps. | |
| Ps. | |
| Ps. | |
Cash equivalents: |
|
|
| ||||||
Fixed fund |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
F-30
7. Accounts receivable
a. The balance of accounts receivable is as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Receivables |
| Ps. | |
| Ps. | |
| Ps. | |
Allowance for doubtful accounts (note 7 b.) |
| ( |
| ( |
| ( | |||
| Ps. | |
| Ps. | |
| Ps. | | |
Accounts receivable represent principally the passenger charges (TUA) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These TUA are collected by airlines and subsequently paid to the Company. As of December 31, 2023, 2022 and 2021, amounts receivable for passenger charges amounted to Ps.
The Company’s management considers that the carrying amount of accounts receivable approximates its fair value given their short-term nature.
The following tables set forth a percentage of the principal customers that compose the accounts receivable (before allowance for doubtful accounts) as well as the revenues generated from the Company’s principal customers, which may represent a potential credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.
December 31, | ||||||
| 2023 |
| 2022 |
| 2021 | |
% |
| % | % | |||
Accounts receivable: |
|
|
|
|
| |
Aeroenlaces Nacionales, S. A. de C. V. |
| | | | ||
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |
| | | | ||
Aerolitoral, S. A. de C. V. |
| | | | ||
Aerovías de México, S. A. de C.V. |
| | | | ||
Year ended December 31, | ||||||
| 2023 |
| 2022 |
| 2021 | |
% | % | % | ||||
Revenues by client: |
|
|
|
|
|
|
Aerolitoral, S. A. de C. V. |
| |
| |
| |
Aeroenlaces Nacionales, S. A. de C. V. |
| |
| |
| |
Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V. |
| |
| |
| |
Aerovías de México, S. A. de C. V. |
| |
| |
| |
b. The changes in the allowance for doubtful accounts are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Beginning balance |
| Ps. | |
| Ps. | |
| Ps. | |
Increase |
| |
| |
| | |||
Cancellation | — | ( | — | ||||||
Write-off |
| ( |
| — |
| ( | |||
Ending balance |
| Ps. | |
| Ps. | |
| Ps. | |
F-31
The write-off of doubtful accounts is recognized once the Company has exhausted all means for collection of the account.
The movements in the estimate for customer impairment in 2023, with the expected loss model used by the Company, are presented below:
| Airports |
| Others |
| Total | ||||
|
|
|
|
|
| ||||
Gross book value |
| Ps. | |
| Ps. | |
| Ps. | |
Collateral | |
| |
| | ||||
Probability of default in range |
| ||||||||
Loss due to default range | |||||||||
Beginning balance of impairment of account receivable | Ps. | | Ps. | | Ps. | | |||
Increase (decrease) in the provision | | ( | | ||||||
Write-off |
| ( | — | ( | |||||
Ending balance |
| Ps. | | Ps. | | Ps. | | ||
8. Other accounts receivable and prepaid expenses
Other accounts receivable and prepaid expenses are comprised as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Prepaid expenses |
| Ps. | |
| Ps. | |
| Ps. | |
Guarantee deposits |
| |
| |
| | |||
Others |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
F-32
9. Property, leasehold improvements and equipment
Property, leasehold improvements and equipment are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Net carrying value: |
|
|
|
|
|
| |||
Land (see note 10) |
| Ps. | |
| Ps. | |
| Ps. | |
Leasehold improvements |
| |
| |
| | |||
Machinery and equipment |
| |
| |
| | |||
Furniture and office equipment |
| |
| |
| | |||
Transportation equipment |
| |
| |
| | |||
Computer equipment |
| |
| |
| | |||
Construction in progress for leasehold improvements |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
|
|
|
|
|
|
| Construction |
| ||||||||||||||||
Machinery | Furniture | in progress of | ||||||||||||||||||||||
Leasehold | and | and office | Transportation | Computer | leasehold | |||||||||||||||||||
Cost | Land | improvements | equipment | equipment | equipment | equipment | improvements | Total | ||||||||||||||||
Balance as of January 1, 2021 |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Acquisitions |
| — | | | | — | | | | |||||||||||||||
Disposals |
| — | — | — | — | ( | — | — | ( | |||||||||||||||
Transfer |
| — |
| |
| |
| |
| — |
| — |
| ( |
| ( | ||||||||
Other |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| — |
| ( | ||||||||
Balance as of December 31, 2021 |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
Acquisitions |
| | | | | — | | | | |||||||||||||||
Disposals | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Reclassification to improvements (note 10) | ( | — | — | — | — | — | — | ( | ||||||||||||||||
Transfers | — |
| |
| — | — |
| — |
| — |
| ( |
| — | ||||||||||
Other |
| — |
| ( |
| |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Balance as of December 31, 2022 |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
Acquisitions | — | | | | | | | | ||||||||||||||||
Disposals | — | — | — | ( | — | — | — | ( | ||||||||||||||||
Transfers |
| — |
| | — | — | — | — | ( | — | ||||||||||||||
Other |
| — |
| ( | — | ( | — | — | | | ||||||||||||||
Balance as of December 31, 2023 |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
|
|
|
|
|
| Construction in |
| ||||||||||||||
Furniture and | progress of | ||||||||||||||||||||
Accumulated | Leasehold | Machinery and |
| office | Transportation | Computer |
| leasehold | |||||||||||||
Depreciation | improvements | equipment | equipment | equipment | equipment |
| improvements | Total | |||||||||||||
Balance as of January 1, 2021 |
| Ps. | ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( | ||||||
Depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
| — | ( | ||||||||
Disposals |
| — |
| |
| — |
| |
| — |
| — |
| | |||||||
Other |
| — | — | — | | | — | | |||||||||||||
Balance as of December 31, 2021 |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( | |||||||
Depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
| — | ( | ||||||||
Disposals | — |
| — |
| — |
| — |
| |
| — |
| | ||||||||
Balance as of December 31, 2022 |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( | |||||||
Depreciation |
| ( | ( | ( | ( | ( | — | ( | |||||||||||||
Other | — | — | | — | | — | | ||||||||||||||
Disposals |
| — | — | | — | — | — | | |||||||||||||
Balance as of December 31, 2023 |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
| Ps. | — |
| Ps. | ( |
F-33
10. Investment in airport concessions
The Company has concessions to operate, maintain and develop
As operators of
Each airport concession title contains the following terms and basic conditions:
a. | The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its |
b. | The concessionaire will use the airport facilities only for the purposes specified in the concession title, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the Ministry of Infrastructure, Communications and Transportation. |
c. | The concessionaire must pay a concession tax for the right to use airport facilities (currently |
d. | The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports. |
e. | The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Mexican Airport Law and in the concession title. The breach of certain concession terms may cause revocation if the Ministry of Infrastructure, Communications and Transportation has applied sanctions in three different instances with respect to the same concession term. |
Since the concessionaire is part of an integrated economic group, the concessionaire and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V, they will respond jointly and severally to the Ministry of Infrastructure Communications and Transportation, regarding the obligations contained in each of the concessions granted and as indicated in the concession title. The terms and conditions of each concession contract have been fulfilled in all important aspects during the years ended December 31, 2023, 2022 and 2021.
Investments in airport concessions include improvements to assets under concession, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.
F-34
As of December 31, 2023, 2022 and 2021, the carrying value of the right to use airport facilities, airport concessions and improvement to assets under concession classified as intangible assets are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Projects completed and in operation: |
|
|
|
|
|
| |||
Airport concessions |
| Ps. | |
| Ps. | |
| Ps. | |
Rights to use airport facilities |
| |
| |
| | |||
Improvements to assets under concession |
| |
| |
| | |||
Improvements to assets under concession in progress | | | | ||||||
Accumulated amortization |
| ( |
| ( |
| ( | |||
| Ps. | |
| Ps. | |
| Ps. | | |
The changes in investment in concessions are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Investment in airport concessions |
|
|
|
|
|
| |||
Beginning balance |
| Ps. | |
| Ps. | |
| Ps. | |
Land transfer | — | | |||||||
Increase |
| |
| |
| | |||
Ending balance |
| |
| |
| | |||
Amortization of airport concessions: |
|
|
|
|
|
| |||
Beginning balance |
| ( |
| ( |
| ( | |||
Increase |
| ( |
| ( |
| ( | |||
Ending balance |
| ( |
| ( |
| ( | |||
Net investment in airport concessions |
| Ps. | |
| Ps. | |
| Ps. | |
Master Development Plan – The Company is obligated to carry out maintenance, improvements to assets under concession and acquire fixed assets according to the Master Development Program. The Master Development Program for 2021-2025 is Ps.
On October 19, 2023, in accordance with the amendments to the tariff regulation bases set forth in Annex 7 of the Company’s concession titles, the AFAC authorized the Company to defer certain investments committed under the Master Development Programs currently in place by approximately
The amount to be incurred as of December 31, 2023, is Ps.
Year |
| Amount | |
2024 |
| Ps. | |
2025 | | ||
2026 | | ||
2027 | | ||
| Ps. | | |
F-35
Between 2007 and 2011, the Company carried out a series of sales and exchanges of land located next to the Monterrey Airport to allow for future growth of the Airport, including the construction of a second runway that the Airport intends to build in the future. As of December 31, 2023 and 2022, such land had a carrying value of Ps.
On December 4, 2012, the Monterrey Airport received authorization from the AFAC to include Ps.
The land acquired is property of the Company’s Airports and is classified in the consolidated statements of financial position under the headings of property, leasehold improvements and equipment.
During 2022, the Monterrey Airport completed the donation of certain land in favor of the Federal Government, acting through the Ministry of Infrastructure, Communications and Transportation, with a book value of Ps.
At the time of such recognition, the Company shall reclassify the asset as investment in airport concessions (improvements in assets under concession), which will be subject to amortization for the remaining period of the concession.
The Company’s improvements to the airport facilities can be recognized by the AFAC as part of the investment in airport concession. The cost of airport improvements recognized by the AFAC that are part of the Company’s investment in concession assets is “recovered” in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the AFAC.
11. Composition of GACN
a. | The following tables set forth information about the composition of GACN as of December 31, 2023, 2022 and 2021: |
|
| Number of | ||
Place of | subsidiaries | |||
incorporation and | December 31, | |||
Principal activity | operation | 2023, 2022, 2021 | ||
Airports |
| Mexico |
| |
Hotels |
| Mexico |
| |
Services |
| Mexico |
| |
|
|
| |
F-36
b. | The consolidated subsidiaries are as follows: |
Name of subsidiary |
| Ownership Percentage |
|
Airport services; |
|
| |
Aeropuerto de Monterrey, S. A. de C. V. |
| | % |
Aeropuerto de Acapulco, S. A. de C. V. |
| | % |
Aeropuerto de Mazatlán, S. A. de C. V. |
| | % |
Aeropuerto de Zihuatanejo, S. A. de C. V. |
| | % |
Aeropuerto de Culiacán, S. A. de C. V. |
| | % |
Aeropuerto de Ciudad Juárez, S. A. de C. V. |
| | % |
Aeropuerto de Chihuahua, S. A. de C. V. |
| | % |
Aeropuerto de Torreón, S. A. de C. V. |
| | % |
Aeropuerto de Durango, S. A. de C. V. |
| | % |
Aeropuerto de Tampico, S. A. de C. V. |
| | % |
Aeropuerto de Reynosa, S. A. de C. V. |
| | % |
Aeropuerto de Zacatecas, S. A. de C. V. |
| | % |
Aeropuerto de San Luis Potosí, S. A. de C. V. |
| | % |
Hotels and Services: |
|
| |
Operadora de Aeropuertos del Centro Norte, S. A. de C. V. |
| | % |
Servicios Aeroportuarios del Centro Norte, S. A. de C. V. |
| | % |
Servicios Aero Especializados del Centro Norte, S. A. de C. V. |
| | % |
OMA Logística, S. A. de C. V. (1) |
| | % |
Holding Consorcio Grupo Hotelero T2, S. A. de C. V. (2) |
| | % |
(1) | Includes subsidiaries with interest in; OMA VYNMSA Aero Industrial Park, S.A. de C.V (VYNMSA) of which the Company owns |
(2) | Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte S.A. de C.V., with |
The Company has the majority of voting power at shareholders’ meetings of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies, who are empowered to affect their relevant activities.
As of December 31, 2023, 2022 and 2021, the Company has not made investments in shares of any structured or investment-related entity.
12. Trade accounts payable
Trade accounts payable consist of the following:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Suppliers and contractors |
| Ps. | |
| Ps. | |
| Ps. | |
Customer advances |
| |
| |
| | |||
Statutory employee profit sharing |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
F-37
13. Payable taxes and other accrued expenses
Tax payable and other accrued expenses are comprised of the following:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Accrued expenses |
| Ps. | |
| Ps. | |
| Ps. | |
Taxes payable other than income tax |
| |
| |
| | |||
Accrued interest |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
14. Short-term debt
Short-term debt is comprised of credit lines denominated in pesos, with unsecured guarantees as follows:
| December 31, | ||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Bank loan with HSBC Mexico for Ps. | Ps. | — | Ps. | | Ps. | — | |||
Bank loan with Banco Nacional de México for Ps. | — | | — | ||||||
Credit line of credit with Banco Santander Mexico for Ps. | — | | — | ||||||
Bank loan with Banco Nacional de México for Ps. | — | — | | ||||||
Bank loan with HSBC Mexico for Ps. | — | — | | ||||||
Credit line with Banco Santander Mexico for Ps. | — | — | | ||||||
Total short-term debt | Ps. | — | Ps. | | Ps. | | |||
At the date the accompanying consolidated financial statements were authorized for issuance, the Company has uncommitted, available short-term lines of credit with financial institutions in the amount of Ps.
F-38
15. Long-term debt
The long-term debt with credit institutions, debt issuances and other marketable securities is comprised as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Debt securities (ticker: OMA13) issued in the Mexican market on March 26, 2013, for Ps. |
| Ps. | — |
| Ps. | |
| Ps. | |
Debt securities (ticker: OMA21V) issued in the Mexican market on April 16, 2021, for Ps. |
| |
| |
| | |||
Debt securities (ticker: OMA21-2) issued in the Mexican market on April 16, 2021, for Ps. | | | | ||||||
Sustainability-linked notes (ticker: OMA22L) issued in the Mexican market on March 31, 2022, for Ps. | | | — | ||||||
Sustainability-linked notes (ticker OMA22-2L) issued in the Mexican market on March 31, 2022, for Ps. | | | — | ||||||
Sustainability-linked notes (ticker: OMA23L) issued in the Mexican market on March 10, 2023, for Ps. | | — | — | ||||||
Sustainability-linked notes (ticker: OMA23-2L) issued in the Mexican market on March 10, 2023, for Ps. | | — | — | ||||||
Total long-term debt |
| |
| |
| | |||
Less: |
|
|
|
|
|
| |||
Financing commissions |
| ( |
| ( |
| ( | |||
| |
| |
| | ||||
Current portion long-term debt |
| — |
| ( |
| — | |||
Long-term debt |
| Ps. | |
| Ps. | |
| Ps. | |
(1) | The Interbank Offering Rate in Mexico “TIIE” to the 28 days as of December 31, 2023 and 2022, was |
F-39
Changes in consolidated long-term debt for the years ended December 31, 2023, 2022 and 2021 were as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Initial debt balance |
| Ps. | |
| Ps. | |
| Ps. | |
Increase in debt |
| |
| |
|
| | ||
Long term debt repayment | — | — | ( | ||||||
Amortization of debt securities |
| ( |
| — |
|
| ( | ||
Payment of commissions and other expenses |
| ( |
| ( |
|
| ( | ||
Amortization of expenses |
| |
| |
|
| | ||
Exchange rate fluctuation |
| — |
| — |
|
| | ||
Ending balance of debt |
| Ps. | |
| Ps. | |
| Ps. | |
Maturity of long-term debt as of December 31, 2023, 2022 and 2021 is described in note 21.
The long-term debt securities include certain restrictive clauses, such as limitations on disposal of assets or limitations on incurring liens, as well as early maturity clauses including the maturity of other obligations more than certain thresholds. For the years ended December 31, 2023, 2022 and 2021, these restrictions were met.
The sustainability-linked notes issued on March 31, 2022, and March 10, 2023, are subject to a sustainability development goal (“SDG”) consisting of a reduction of at least
In the event that the Company fails to achieve the SDG, the interest rate of the debt securities will be increased by
16. Major maintenance provision
The Company has an obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements at a discount rate at a rate of
As of December 31, 2023, 2022 and 2021, the composition and changes of the Company’s major maintenance provision was as follows:
December 31, | December 31, 2023 | ||||||||||||||
| 2022 |
| Additions |
| Disbursements |
| Short-term |
| Long-term | ||||||
Major maintenance of assets under concession | Ps. | | Ps. | | (1) | Ps. | ( | Ps. | | Ps. | | ||||
December 31, | December 31, 2022 | ||||||||||||||
| 2021 |
| Additions |
| Disbursements |
| Short-term |
| Long-term | ||||||
Major maintenance of assets under concession | Ps. | | Ps. | | (1) | Ps. | ( | Ps. | | Ps. | | ||||
December 31, | December 31, 2021 | ||||||||||||||
| 2020 |
| Additions |
| Disbursements |
| Short-term |
| Long-term | ||||||
Major maintenance of assets under concession | Ps. | | Ps. | | (1) | Ps. | ( | Ps. | | Ps. | | ||||
(1) | Includes Ps. |
F-40
The provision for major maintenance as of December 31, 2023, reflects the update of such provision as a result of the approval in December 2020 of the Master Development Program for the period 2021-2025.
17. Labor obligations
a. | Defined benefit plans. |
In accordance with the Federal Labor Law, the Company is required to pay a seniority premium as a retirement benefit if an employee retires and has served at least 15 years. The seniority premium consists of a single payment equal to
In addition, payments for the termination benefit plan consist of an equivalent of
The Mexican plans normally expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk |
| The present value of the defined benefit plan obligations is calculated using a discount rate that is determined by long-term government bond yields. To select the discount rate, the yield rate of the bond is considered, which is similar to the duration of the obligations of the Company’s labor liabilities. The average days on which benefit payments are due and not the days that the bonus is due to expire are taken into account, which means that the discount rate depends on the expectation of the flow of payments of the benefits plan. |
Interest risk | A decrease in the interest rate of the bonds may increase the liabilities of the plan, however, this is partially offset by an increase in the plan’s debt investment performance. | |
Longevity risk | The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability. | |
Salary risk | The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. |
There are no additional retirement benefit plans for qualifying employees.
The actuarial calculation of the defined benefit obligation was calculated as of December 31, 2023, 2022 and 2021 by actuaries certified by the National School of Actuaries (Colegio Nacional de Actuarios de México). The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
F-41
The principal assumptions used for the purposes of the actuarial valuations are as follows:
Year ended December 31, |
| ||||||
| 2023 |
| 2022 |
| 2021 |
| |
Discount rate (see note 5 a.) |
| | % | | % | | % |
Expected rate of salary increase |
| | % | | % | | % |
Average longevity at retirement age for current employees (years) |
| |
| |
| |
|
Inflation |
| | % | | % | | % |
The amounts recognized in the consolidated statement of income and other comprehensive income in respect of these defined benefit plans are as follows:
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Service cost: |
|
|
|
|
|
| |||
Current service cost | Ps. | | Ps. | | Ps. | | |||
Net interest expense |
| |
| |
| | |||
Reductions and terminations | — | ( | — | ||||||
Components of defined benefit costs recognized in profit or loss |
| |
| |
| | |||
Remeasurement on the net defined benefit liability: |
|
|
|
|
|
| |||
Actuarial gains and losses arising from changes in financial assumptions |
| |
| ( |
| | |||
Actuarial gains and losses arising from experience adjustments |
| ( |
| |
| ( | |||
Components of defined benefit costs recognized in other comprehensive income (loss) |
| |
| ( |
| ( | |||
Total | Ps. | | Ps. | ( | Ps. | | |||
The current service cost and the net interest expense are included in the employee benefits expense in the consolidated statement of income and in other comprehensive income.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the consolidated statement of financial position arising from the Company’s obligation in respect of its defined benefit plans is as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Present value of defined benefit obligations | Ps. | | Ps. | | Ps. | | |||
Movements in the present value of the defined benefit obligation in the current year are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Present value of defined benefit obligation as of January 1, | Ps. | | Ps. | | Ps. | | |||
Current service cost |
| |
| |
| | |||
Interest cost |
| |
| |
| | |||
Reductions and terminations | — | ( | — | ||||||
Remeasurement (gains)/losses: |
|
|
| ||||||
Actuarial gains and losses arising from changes in financial and demographic assumptions |
| |
| ( |
| | |||
Actuarial gains and losses arising from experience adjustments |
| ( |
| |
| ( | |||
Benefits paid |
| ( |
| ( |
| ( | |||
Present value of defined benefit obligation | Ps. | | Ps. | | Ps. | | |||
F-42
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
◾ If the discount rate increases (decreases) by
◾ If the expected salary growth increases (decreases) by
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated statement of financial position.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
There was no change in the process followed by the Company to manage its risks from prior periods.
The average duration period of the benefit obligation as of December 31, 2023, is
Expected cash flows from termination benefits and seniority premium benefits for the next 10 years are as follows:
| Pensions |
| Seniority premium |
| |||||
Year | plan | Benefits | Total | ||||||
2024 | Ps. | | Ps. | | Ps. | | |||
2025 |
| — |
| |
| | |||
2026 |
| |
| |
| | |||
2027 |
| |
| |
| | |||
From 2028 and later |
| |
| |
| | |||
Total | Ps. | | Ps. | | Ps. | | |||
18. Right of use assets, net and lease liability
As lessee
Lease contracts entered into by the Company are as follows:
In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City International Airport for a period of
F-43
a. | The following is a summary of the right-of-use assets and the lease liability: |
Cost |
| Buildings |
| Other |
| Total | |||
Balance as of January 1, 2021 | Ps. | | Ps. | | Ps. | | |||
Remediations | | | | ||||||
Decreases | ( | ( | ( | ||||||
Balance as of December 31, 2021 |
| Ps. | | Ps. | | Ps. | | ||
Remediations | | | | ||||||
Decreases | — | ( | ( | ||||||
Balance as of December 31, 2022 | Ps. | | Ps. | | Ps. | | |||
Remediations | | | | ||||||
Decreases | ( | ( | ( | ||||||
Balance as of December 31, 2023 |
| Ps. | |
| Ps. | |
| Ps. | |
Depreciation | |||||||||
Balance as of January 1, 2021 |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
Depreciation of the year | ( | ( | ( | ||||||
Decreases | | | | ||||||
Balance as of December 31,2021 |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
Depreciation of the year | ( | ( | ( | ||||||
Decreases | — | | | ||||||
Balance as of December 31,2022 |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
Depreciation of the year | ( | ( | ( | ||||||
Decreases | | | | ||||||
Balance as of December 31,2023 |
| Ps. | ( |
| Ps. | ( |
| Ps. | ( |
b. | Amounts recognized in consolidated statement of profit or loss statement: |
| 2023 |
| 2022 |
| 2021 | ||||
Depreciation expense of right of use assets | Ps. | | Ps. | | Ps. | | |||
Interest expense on lease liabilities | | | | ||||||
c. | The following is a summary of the undiscounted lease liability: |
2023 |
| 2022 |
| 2021 | |||||
Maturity analysis: |
|
|
|
|
| ||||
Less than one year | Ps. | | Ps. | | Ps. | | |||
Greater than 1 year and less than 3 years |
| |
| |
| | |||
Greater than 3 years |
| |
| |
| | |||
Total | Ps. | | Ps. | | Ps. | | |||
The Company does not face a significant liquidity risk with respect to its lease liabilities. Lease liabilities are monitored through the Company’s treasury department.
d. | As of December 31, 2023, 2022 and 2021, the total cash outflow for leases amounted to Ps. |
F-44
As lessor
Revenues from operating leases
Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly rent plus a percentage of monthly income of the tenant. As of December 31, 2023, 2022 and 2021, the committed future rents to be received are as follows:
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Duration: |
|
|
|
|
| ||||
Less than 1 year | Ps. | | Ps. | | Ps. | | |||
Greater than 1 year and less than 5 years |
| |
| |
| | |||
Greater than 5 years |
| |
| |
| | |||
Total | Ps. | | Ps. | | Ps. | | |||
Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2023, 2022, and 2021 were Ps.
Accrued operating lease income is detailed in note 26.
19. Income taxes
The Company is subject to Income Tax (“ISR”), whose tax rate was
a. | Income tax are as follows: |
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Current ISR | Ps. | | Ps. | | Ps. | | |||
Deferred ISR | ( | ( | ( | ||||||
Income tax expense | Ps. | | Ps. | | Ps. | | |||
F-45
b. | As of December 31, 2023, 2022 and 2021, the principal items comprising the balance of the deferred ISR asset (liability) were: |
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Liabilities: |
| ||||||||
Provisions, allowances and labor obligations | Ps. | | Ps. | | Ps. | | |||
Investment in airport concessions, property, leasehold improvements and equipment, net |
| ( |
| ( |
| ( | |||
Tax loss carryforwards (1) |
| |
| |
| | |||
Recoverable tax on assets (2) |
| — |
| — |
| | |||
Others | ( | ( | ( | ||||||
Total liabilities | Ps. | ( | Ps. | ( | Ps. | ( | |||
Assets: |
|
|
|
|
|
| |||
Provisions, allowances and labor obligations | Ps. | | Ps. | | Ps. | | |||
Investments in airport concessions, property, leasehold improvements and equipment, net |
| ( |
| ( |
| ( | |||
Tax loss carryforwards(1) |
| |
| |
| | |||
Recoverable tax on assets(2) | | | — | ||||||
Others | ( | ( | ( | ||||||
Total assets | Ps. | | Ps. | | Ps. | | |||
Net deferred ISR asset | Ps. | | Ps. | | Ps. | | |||
(1) | As of December 31, 2023, 2022 and 2021, the Company recognized a deferred tax asset of Ps. |
(2) | The Company recognized the IMPAC paid during 2002 through 2007. In 2013, the Company recognized the deferred tax asset, which it expects to recover subject to certain conditions established in the Income Tax Law. During the year 2023 an amount of $ |
c. | The changes in deferred tax during the year are follows: |
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Beginning balance of deferred tax liability, net | Ps. | | Ps. | | Ps. | | |||
Deferred ISR in profit or loss |
| |
| |
| | |||
IMPAC recovery |
| ( |
| — |
| — | |||
Income tax effects recognized in other comprehensive income |
| ( |
| ( |
| ( | |||
Ending balance of deferred tax asset, net | Ps. | | Ps. | | Ps. | | |||
F-46
d. | The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows: |
Year ended December 31, |
| ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
Amount |
| Rate % |
| Amount |
| Rate % |
| Amount |
| Rate % | |||||||||||
Income before income taxes | Ps. | | Ps. | | Ps. | | |||||||||||||||
Current ISR | | | | ||||||||||||||||||
Deferred ISR | ( | ( | ( | ||||||||||||||||||
Income tax expense and effective rate |
| Ps. | | | % | Ps. | | | % | Ps. | | | % | ||||||||
Add effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes. |
| | | % | | | % | | | % | |||||||||||
Statutory rate |
| Ps. | | | % | Ps. | | | % | Ps. | | | % | ||||||||
e. | Each airport concession has received approval from the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to carry forward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. The base years and amounts as of December 31, 2023, are as follows: |
| Tax loss | ||
Year of Origin | Carryforwards | ||
2002 | Ps. | | |
2003 |
| | |
2004 |
| | |
2005 |
| | |
2007 |
| | |
2008 |
| | |
2012 |
| | |
2018 |
| | |
2019 |
| | |
2020 | | ||
2021 | | ||
2022 |
| | |
Ps. | | ||
f. | In addition to the tax loss carryforwards of the airport concessionaires aforementioned, the Company has tax losses of other subsidiaries other than its concessionaires in the amount of Ps. |
g. | In 2023, 2022 and 2021, the Company utilized tax loss carryforwards in the amount of Ps. |
h. | The balances of shareholders’ equity tax accounts as of December 31 are: |
| December 31, | ||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Contributed capital account | Ps. | | Ps. | | Ps. | | |||
Net consolidated tax profit account |
| |
| |
| | |||
Total | Ps. | | Ps. | | Ps. | | |||
F-47
i. | Dividends paid from profits generated from January 1, 2014, to individuals residing in Mexico and residents abroad may be subject to additional income taxes of up to |
20. Commitment and contingencies
Commitment by guarantor
a. | In April 2021, GACN issued long-term debt securities for Ps. |
b. | In March 2022, GACN issued long-term sustainability-linked notes securities for Ps. |
c. | In March 2023, GACN issued long-term sustainability-linked notes securities for Ps. |
Contingencies
I. | Property Tax |
In the past, various municipalities initiated certain administrative enforcement procedures against the Company for tax credits for property taxes on the real estate where the airports of said cities are located. The airports have filed nullity claims against said procedures, which are pending of resolution and are detailed below.
Acapulco Airport:
In February 2019, the Municipal Inspection Directorate notified the Acapulco Airport, S.A. de C.V. (“Acapulco Airport”) in a letter addressed to the Mexican Airport and Auxiliary Services Agency (“ASA”) requiring proof of payment of Ps.
In May 2019, the Secretariat of Administration and Finance announced the agreement of the explanatory documents presented by the Acapulco Airport and noted that, having acquired the airport concession, the Acapulco Airport considered itself jointly and severally liable with respect to the tax credit required from ASA, so it was appropriate to require payment of the debt. A nullity claim was filed against this resolution and the Secretary of Infrastructure Communications and Transportation (SCT) was also called to trial as an interested third party.
In May 2019, the Municipal Inspection Directorate presented a notification at the Acapulco Airport’s legal domicile, that directly attributed the tax credit indicated in subsection A) above to the Acapulco Airport and required payment of Ps.
As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in effect, since the judgment on the merits to resolve these cases is still pending. However, in the event that the resolution of the trial is not favorable to the Acapulco Airport, it is considered that the economic repercussion of the trial would be borne by the Federal Government, by virtue of the foregoing and given that the Acapulco Airport estimates an unfavorable resolution to be unlikely, it has not recorded any provision in relation to these lawsuits.
F-48
Culiacán Airport:
In November 2018, the Revenue Department of the Municipal Treasury of Culiacán in the State of Sinaloa notified a resolution that determined Aeropuerto de Culiacán, S.A. de C.V. (“Culiacán Airport”) a tax credit in the amount of Ps.
A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.
On January 17, 2024, the judgment was issued, determining the nullity of the challenged resolution in favor of the Culiacan Airport, determining that it is exempt from the payment of property tax, since it is a public property of the Federation.
As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuit is still in force, since the judgment on the merits to resolve these cases is still pending.
However, in case the resolution of the trial is not favorable for the Culiacán Airport, it is estimated that the economic repercussion of the trial would be borne by the Federal Government, due to the above and given that the Culiacán Airport considers it unlikely to obtain an unfavorable resolution, has not recorded any provision in relation to these demands.
II. | Conflict related with ownership of certain lands |
Ciudad Juárez Airport
On November 15, 1995, parties purporting to be former owners of land comprising a portion of the Ciudad Juárez Airport initiated legal proceedings against the Aeropuerto de Ciudad Juárez, S.A. de C.V. (“Ciudad Juárez Airport”) to reclaim the land (
Within the trial, the Company challenged the claims of the claimant based on the legitimacy of the possession derived from the Concession Title granted by the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure Communications and Transportation was called to trial in defense of the interests of the Mexican government.
On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez Airport are inadmissible, and on October 21, 2017, the claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination. On July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs, requiring the Mexican government to pay restitution to the plaintiffs for their loss of property and in accordance with the lawsuit.
The Mexican government filed a direct claim to appeal the decision, and on May 3, 2018, a favorable decision was issued, revoking the appealed decision, pursuant to which the claimant must return the title and payments claimed. The decision of the amparo trial was also favorable to the Ciudad Juárez Airport as co-defendant.
On May 25, 2018, the First Civil Chamber in Chihuahua issued, in compliance with the execution of the amparo decision, a new decision absolving the defendants of the payments claimed.
This decision was appealed by the claimant in a direct amparo trial, requesting the Supreme Court of Justice of the Nation (“SCJN”) to resolve the matter definitively by exercising its authority to assert jurisdiction. However, the SCJN resolved not to exercise the power of attraction to hear the matter and ordered the return to the Collegiate Court for the resolution of the amparo trial.
F-49
On January 2, 2020, the First Collegiate Circuit Court in Chihuahua issued the judgment in the amparo trial promoted by the plaintiff and denied the amparo requested by the plaintiff. Against the sentence, the plaintiff filed the appeal for review and the Collegiate Court ordered the file to be forwarded to the SCJN for resolution of the appeal.
The session of the appeal for review before the SCJN was held on November 24, 2021, resolving the appeal to the effect that the First Collegiate Circuit Court in Chihuahua proceeds again to the analysis of the concepts of violation of the direct constitutional relief filed by the Creel estate. The resolution by the First Collegiate Circuit Court in Chihuahua is pending.
In compliance with the amparo judgment, on May 3, 2023, the First Civil Chamber of the Superior Court of Justice of the State of Chihuahua issued a new judgment in the appeal filed by the plaintiff, with a favorable result for the Ciudad Juarez Airport and other defendants.
The new judgment issued in the appeal confirmed the challenged First Instance Judgment (issued by the Third Civil Judge of the Bravos Judicial District, in the Ordinary Civil trial, currently called First Civil Court of the same District, under file number 1453/1995), determining that the property claimed by the plaintiff is destined to a public service and as long as it is not disaffected from such purpose, the reivindicatory action does not proceed.
The plaintiff challenged the appellate judgment, and it is currently pending resolution in the Collegiate Circuit Court.
As of the date of the consolidated financial statements, the contingencies are maintained since there is still no decision to resolve the trial. However, in the event that the judgment is not favorable to the Ciudad Juarez Airport, the economic impact of the trial will be borne by the Mexican government, as established in the concession title. The Ciudad Juárez Airport has not recorded any provision in connection to these claims given that it does not expect an economic impact, even in case of an unfavorable resolution.
Monterrey Airport
By means of an initial statement of claim dated May 18, 2023, the Estate of Manuel Garza Lagüera (the “Garza Lagüera Estate”) sued the Monterrey Airport, the Federal Government through the Ministry of Infrastructure, Communications and Transportation through the AFAC and others, several benefits in which it claimed the nullity of several legal acts by which the Airport acquired the property of certain plots of land (currently owned by the AFAC), its restitution and payment of damages.
Aeropuerto de Monterrey, S.A. de C.V., appeared at the trial and filed its answer to the lawsuit on August 10, 2023. The trial was suspended due to the processing of a plea of lack of jurisdiction by territory and subject matter, filed by Monterrey Airport.
Durango Airport
On March 5, 2020, the Company was notified of the lawsuit filed against Aeropuerto de Durango, S.A. de C.V. (“Aeropuerto de Durango“), the Ministry of Infrastructure, Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of
The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of the financial statements, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to Durango Airport, it is considered that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. Durango Airport has not recorded any provision in connection with this lawsuit.
F-50
Reynosa Airport
On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which Aeropuerto de Reynosa, S.A. de C.V. (“Aeropuerto de Reynosa“) was called as interested third party. The nullity of the administrative resolution dated February 7, 2020, issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff’s petition and recognize that the legal requirements for the reversion of the expropriation of
Reynosa Airport appeared in the lawsuit and is awaiting the conclusion of the pleadings stage of the proceeding. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC.
III.Tax on Assets
Pursuant to the provisions of the Third Transitory Article of the Single Rate Business Tax Law, Aeropuerto de Monterrey, S.A. de C.V. (the “Airport”) on December 20, 2019, and December 16, 2020, respectively, requested a refund of the tax on asset it had paid in prior years.
On September 16, 2020, the Airport challenged the denial of the refund requested with respect to the 2018 fiscal year, which was resolved in favor of the Airport’s interests by the Federal Court of Administrative Justice. declaring the nullity of the challenged resolution to the effect that the amount requested for reimbursement be duly authorized.
Currently, compliance with the ruling is pending for the authority to refund the amount of asset tax paid.
Aeropuerto de Monterrey, S.A. de C.V. maintains an asset in the amount of Ps.
21. Financial risk management
a. | Significant accounting policies |
The Company is exposed to risks that are managed through the implementation of systems and processes related to identification, measurement, limitation of concentration, and supervision.
The basic principles defined by the Company in the establishment of its risk management policy are the following:
| ● | Compliance with Corporate Governance Standards. |
| ● | Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules, and procedures of the Company. |
| ● | Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks. |
Risk management in the Company is mainly preventive and oriented to medium and long-term, risks taking into consideration the most probable scenarios of the variables affecting each risk.
The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in note 4.
F-51
b. | Categories of financial instruments and risk management policies |
The principal categories of financial instruments, are:
December 31, | |||||||||||
Financial assets |
| Risk classification |
| 2023 |
| 2022 |
| 2021 | |||
Cash and cash equivalents and other investments held to maturity |
| Credit and interest rate | Ps. | | Ps. | | Ps. | | |||
Receivables, net |
| Credit and exchange rate |
| |
| |
| | |||
Short-term and long-term debt |
| Interest rate, exchange rate and liquidity |
| |
| |
| |
Trade accounts payable(1) |
| Liquidity | | | | |||
Accrued interest |
| Liquidity | | | | |||
Short-term and long-term financial leasing | Liquidity | | | | ||||
Accounts payable to related parties |
| Liquidity | | |
(1) | Include the payments of employee statutory profit-sharing amounts, which were Ps. |
Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.
Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.
c. | Market risk |
Interest rate risk management — This risk principally stems from changes in the future cash flows of debt entered at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.
As of December 31, 2023, 2022 and 2021, the percentage in outstanding long-term debt at fixed and variable interest rates, is as follows:
December 31, |
| |||||||||||
| 2023 |
| 2022 |
| 2021 | |||||||
Long-term debt | Ps. | |
| Ps. | |
| Ps. | | ||||
% Fixed rate debt | | % | | % | | % | ||||||
% Variable rate debt (1) | | % | | % | | % | ||||||
(1) | Long-term debt contracted during 2023, 2022 and 2021 has a 28-day TIIE reference rate. |
F-52
The proportion of long-term debt have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in in the reference interest rate used.
The Company manages this risk by constantly monitoring the changes of such interest rates. In recent years, the 28-day TIIE has increased. The 28-day TIIE was at its highest level on May 5, 2023 (
Sensitivity analysis for interest rates — The following sensitivity analysis is based on the assumption of an unfavorable movement of basis points in interest rates, in the indicated amounts applicable to each category of floating rate financial liabilities. The Company determines its sensitivity by applying the hypothetical interest rate (reference rate increased at the rate specified plus surcharge) for each category of financial liabilities accruing interest at a variable rate.
As of December 31, 2023, 2022 and 2021, the Company maintained long-term debt, which accrue interest at a variable rate of Ps.
A hypothetical, instantaneous and unfavorable
Exchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.
Historically, a portion of the revenues generated by the Company’s airports (mainly derived from TUA charged to international passengers) are linked to U.S. dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. Of the Company’s consolidated revenues (excluding construction services revenues),
An appreciation of the Mexican peso against the U.S. dollar would reduce the U.S. dollar-denominated revenues and the Company’s obligations under U.S. dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s U.S. dollar-denominated revenues and obligations under debt agreements when expressed in pesos.
For the year ended December 31, 2023, the peso appreciated against the U.S. dollar by
Foreign currency sensitivity analysis – The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.
As of December 31, 2023, 2022 and 2021, a hypothetical, instantaneous and unfavorable change of
F-53
The carrying values of monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are as follows (amounts in thousands):
Liabilities | Assets | |||||||||||||||||
December 31, | December 31, | |||||||||||||||||
Currency |
| 2023 |
| 2022 |
| 2021 |
| 2023 |
| 2022 |
| 2021 | ||||||
U.S. dollars |
| U.S.$ | ( | U.S.$ | ( |
| U.S.$ | ( |
| U.S.$ | |
| U.S.$ | |
| U.S.$ | | |
The transactions in thousands of U.S. dollars for the years ended December 31, 2023, 2022 and 2021, are as follows:
December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Revenues: | U.S.$ | | U.S.$ | | U.S.$ | | |||
Expenses: | |||||||||
Technical assistance |
| U.S.$ | |
| U.S.$ | |
| U.S.$ | |
Insurance |
| |
| |
| | |||
Purchase of machinery and maintenance |
| |
| |
| | |||
Software |
| |
| |
| | |||
Professional services, fees and subscriptions |
| |
| |
| | |||
Construction of industrial warehouse | — | | — | ||||||
Other |
| |
| |
| | |||
Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:
December 31, | |||||||||
| 2023 | 2022 | 2021 | ||||||
U.S. dollar exchange rate |
|
|
|
|
|
| |||
As reported by the Mexican Central Bank |
| Ps. | |
| Ps. | |
| Ps. | |
As of April 3, 2024, the exchange rate as reported by the Mexican Central Bank was Ps.
d. | Credit risk |
Credit risk management — Credit risk refers to the risk whereby one of the parties’ defaults on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers.
The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recovery is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.
The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in note 7. The Company holds bonds and deposits that mitigate the credit risk, being the most relevant the guaranteed deposits registered as a liability in the consolidated statements of financial position.
The Company adopted a policy to only carry out transactions with solvent parties and obtain sufficient collateral where appropriate as a means of mitigating the risk of financial loss due to possible default. The Company trades only with entities that have the best possible risk rating. The credit exposure is reviewed and approved by senior management committees of the Company. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by credit rating agencies. Financial instruments that potentially expose the Company to credit risk consist mainly of accounts receivable.
F-54
The customer’s balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established
These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalties and/or a legal collection process. For both credit customers and cash customers, there are established guarantees, which may include the following: trust, deposit, letter of credit, liquid credit, mortgage and collateral.
As of December 31, 2023, 2022 and 2021, the allowance for doubtful accounts, principally related with accounts receivable, are the amounts described in note 7.
e. | Liquidity risk |
Management of liquidity risk – This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in note 15 and the short-term financing for working capital of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management.
This Committee has established an appropriate framework for liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, adequate financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in note 14, the Company has uncommitted lines of credit available for working capital.
The following table shows the remaining contractual maturities of the Company’s financial liabilities with agreed repayment periods. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company will make payments.
The table includes projected interest cash flows and capital repayments of financial debt included in the consolidated statement of financial position. To the extent that interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.
|
|
|
| |||||||||
As of December 31, 2023 | 2024 | 2025-2027 | 2028-2030 | Total | ||||||||
Long-term debt | Ps. | — | Ps. | | Ps. | | Ps. | | ||||
Interest(1) |
| |
| |
| |
| | ||||
Trade accounts payable |
| |
| — |
| — |
| | ||||
Interest Payable | | — | — | | ||||||||
Lease Liabilities(2) |
| |
| |
| — |
| | ||||
Accounts payable with related parties |
| |
| — |
| — |
| | ||||
Total |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
|
|
|
|
| ||||||||
As of December 31, 2022 |
| 2023 |
| 2024-2026 |
| 2027-2029 |
| Total | ||||
Long-term debt | Ps. | | Ps. | | Ps. | | Ps. | | ||||
Interest(1) |
| |
| |
| |
| | ||||
Trade accounts payable |
| |
| — |
| — |
| | ||||
Interest Payable | | — | — | | ||||||||
Lease Liabilities(2) |
| |
| |
| — |
| | ||||
Accounts payable with related parties |
| |
| — |
| — |
| | ||||
Total |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
F-55
|
|
|
|
| ||||||||
As of December 31, 2021 |
| 2022 |
| 2023-2025 |
| 2026-2028 |
| Total | ||||
Long-term debt |
| Ps. | — | Ps. | | Ps. | | Ps. | | |||
Interest(1) |
| |
| |
| |
| | ||||
Trade accounts payable |
| |
| — |
| — |
| | ||||
Interest Payable |
| | — | — | | |||||||
Lease Liabilities | |
| |
| — |
| | |||||
Accounts payable with related parties |
| |
| — |
| — |
| | ||||
Total |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
(1) | The projected interest is determined, in the case of obligations with a variable rate, based on TIIE. |
(2) | The time value of money effect of other financial liabilities is immaterial, so they are presented at present value. |
The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period based on their market value.
The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.
f. | Financial instruments at fair value |
This note provides information about how the Company determines fair values of various financial assets and financial liabilities. Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values due to their short-term maturities.
Financial liabilities
Long-term debt (note 15)
December 31, 2023 | December 31, 2022 | December 31, 2021 | ||||||||||||||
Book value |
| Fair value |
| Book value |
| Fair value |
| Book value |
| Fair value | ||||||
Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Hierarchy of fair value as of December 31, 2023 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial liabilities: |
|
|
|
|
|
|
|
| ||||
Long-term debt(1) |
| Ps. | |
| Ps. | — | Ps. | — |
| Ps. | | |
Hierarchy of fair value as of December 31, 2022 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial liabilities: |
|
|
|
|
|
|
|
| ||||
Long-term debt(1) |
| Ps. | |
| Ps. | — | Ps. | — |
| Ps. | | |
Hierarchy of fair value as of December 31, 2021 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial liabilities: |
|
|
|
|
|
|
|
| ||||
Long-term debt(1) |
| Ps. | |
| Ps. | — | Ps. | — |
| Ps. | | |
(1) | The fair value of the financial liabilities included in Level 1, corresponds to stock certificates listed on the Mexican Stock Exchange |
F-56
22. Shareholders’ equity
a. | Subscribed and paid-in capital stock as of December 31, 2023, 2022 and 2021, is comprised of ordinary, nominal shares, composed as follows: |
December 31, 2023, 2022 and 2021 | |||||
| Number of Shares |
| Contributed Capital | ||
Fixed capital: |
|
|
|
| |
Series B Class I |
| |
| Ps. | |
Series BB Class I |
| |
| | |
Share Repurchases | ( | ( | |||
| |
| Ps. | | |
b. | At the Ordinary Shareholders’ Meetings held on April 24, 2023, April 22, 2022, and April 21, 2021, and the results for the years ended December 31, 2022, 2021 and 2020, respectively, were approved. |
c. | On February 13, 2023, in accordance with the resolutions adopted at the General Ordinary Stockholders’ Meeting the Board of Directors determined the payment of a dividend in the amount of Ps. |
d. | In resolutions adopted at the Annual Ordinary General Shareholders’ Meeting held on April 21, 2023, it was approved, the payment of a cash dividend to stockholders of Ps. |
e. | On January 7, 2022, in accordance with the resolutions adopted at the General Ordinary Stockholders’ Meeting held on December 22, 2022, the Board of Directors determined the payment of a dividend in the amount of Ps. |
f. | In resolutions adopted at the Annual Ordinary General Shareholders’ Meeting held on April 22, 2022, it was approved: |
· | The payment of a cash dividend to stockholders of Ps. |
· | The increase of the reserve for the repurchase of Company´s shares to Ps. |
F-57
g. | In resolutions adopted at the Ordinary General Shareholders’ Meeting held on November 30, 2022, it was approved that the resolutions of the Ordinary General Shareholders’ Meeting held on June 11, 2021, in connection with the |
h. | Pursuant to the resolutions adopted at the Annual Ordinary Stockholders’ Meeting held on April 21, 2021, the Board of Directors determined the payment of a dividend in the amount of Ps. |
i. | At the Ordinary General Shareholders’ Meeting held on June 11, 2021, the shareholders approved to carry out the issuance of |
The number of shares does not reflect unsubscribed and unpaid shares held in treasury.
j. | During 2021, |
k. | Shareholders’ equity, except restated paid - in capital and tax - retained earnings, will be income tax on dividends by the Company to the effect upon the distribution rate. Any tax paid on such distribution may be credited against income tax for the year in which the tax on dividends and the following |
l. | Retained earnings include the statutory legal reserve. Under the Mexican General Corporations Law, at least |
23. Accumulated other comprehensive loss.
Accumulated other comprehensive loss is as follows:
Labor obligations | |||||||||
| Amount |
| Deferred taxes |
| Total | ||||
Balance as of January 1, 2021 |
| Ps. | ( | Ps. | |
| Ps. | ( | |
Movements of the year | | ( |
| | |||||
Balance as of December 31, 2021 | ( |
| |
| ( | ||||
Movements of the year | | ( |
| | |||||
Balance as of December 31, 2022 | |
| |
| | ||||
Movements of the year | | ( |
| | |||||
Balance as of December 31, 2023 | Ps. | |
| Ps. | |
| Ps. | | |
Labor obligations generate the effect of actuarial gains or losses.
24. Related party balances and transactions
As mentioned in note 2 d), on December 7, 2022, VINCI indirectly acquired
F-58
related parties until December 7, 2022, and balances and transactions after that date are disclosed as transactions entered into with third parties because they do not represent transactions between related parties of the Company.
a. | Advance payments for construction to related parties are as follows: |
December 31, | |||||||||
2023 | 2022 | 2021 | |||||||
ICA Constructora, S.A. de C.V. (1) |
| Ps. | — |
| Ps. | — |
| Ps. | |
Autovía Golfo Centro, S.A. de C. V. (1) | — | — | | ||||||
VCD Construcción y Desarrollo, S.A.P.I. de C. V. (2) |
| |
| |
| | |||
MVD 1994 Real State Construction. S.R.L. DE c.v. | | | — | ||||||
VCD Inmobiliaria y Construcción, S. A. P. I. de C. V. (2) |
| |
| |
| — | |||
| Ps. | |
| Ps. | |
| Ps. | | |
b. | The accounts payable with related parties are as follows: |
December 31, | |||||||||
Payable: |
| 2023 |
| 2022 |
| 2021 | |||
Servicios de Tecnología Aeroportuaria, S.A. de C.V. (2) |
| Ps. | | Ps. | | Ps. | | ||
Operadora Nacional Hispana, S.A. de C.V. (2) |
| | | | |||||
VCD Construcción y Desarrollo, S.A.P.I. de C.V. (2) |
| | | | |||||
ICA Ingeniería S. A. de C. V. (1) |
| — | — | | |||||
Actica Sistemas, S. de R.L. de C.V. (1) |
| — | — | | |||||
Autovía Golfo Centro S.A. de C.V. (1) | — | — | | ||||||
GGA Capital, S.A.P.I. de C.V. (2) | | | | ||||||
VCD Inmobiliaria y Construcción, S.A.P.I. de C.V. (2) | | | — | ||||||
ICA Constructora, S. A. de C. V. (1) | — | — | | ||||||
Controladora de Operaciones de Infraestructura, S.A. de C.V. (1) | — | — | | ||||||
Grupo Hotelero Santa Fe, S. A. de C. V. (2) |
| | | | |||||
MVD 1994 Real Estate Construction, S.R.L. de C.V. | | — | — | ||||||
| Ps. | |
| Ps. | |
| Ps. | | |
(1) | Entity considered as related party until December 7, 2022 |
(2) | Affiliated entity |
The balance payable to GGA Capital, S.A.P.I. of C.V. for Ps.
c. | The principal transactions with related parties performed in the normal course of business, are as follows: |
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Capital Expenditures: |
|
|
|
|
|
| |||
Industrial warehouse |
| Ps. | |
| Ps. | |
| Ps. | |
Expenses: |
|
|
| ||||||
Payments from technical assistance received |
| |
| |
| | |||
Administrative services |
| |
| |
| | |||
Improvements to assets under concession: |
|
|
| ||||||
Terminal building |
| — |
| |
| | |||
F-59
Compensation to directors and officers comprising the Board of Directors, Audit Committee, Corporate Practices Committee, Finance, Planning and Sustainability were Ps.
Employee Benefits – Employee benefits granted to key management personnel of the Company were comprised solely of short-term benefits of Ps.
Technical Assistance – On December 14, 2020, a Third Amending Agreement to the Technical Assistance and Technology Transfer Agreement with SETA was signed with a term through December 31, 2021, and automatic annual renewals thereafter.
The annual consideration under the amendment is the greater of U.S. $
In 2023 the variable part of the consideration for this concept was greater than the fixed part of US$
Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series ”BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect
If at any time after June 14, 2015, SETA were to hold less than
As of December 31, 2023, SETA holds
F-60
25. Operating segment data
The reportable segments are determined on the basis of which the Company internally reports its segment reporting to senior management for purposes of making operating decisions. Considering the same accounting basis described in note 4. The financial information of the holding company and its service companies have been combined and included in the “other” column.
Construction | Depreciation | MDP Expenditures | Investments | ||||||||||||||||||||||||
Aeronautical | Non-aeronautical | services | and | Operating | Assets per | Liabilities per | and other Capital | in airport | |||||||||||||||||||
December 31, 2023 |
| revenues |
| revenues |
| revenues |
| amortization |
| Income |
| segment |
| segment |
| Expenditures |
| concessions | |||||||||
Metropolitan | |||||||||||||||||||||||||||
Monterrey |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Tourist |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Acapulco |
| | | | | | | | | | |||||||||||||||||
Mazatlán |
| | | | | | | | | | |||||||||||||||||
Zihuatanejo |
| | | | | | | | | | |||||||||||||||||
Regional |
| ||||||||||||||||||||||||||
Chihuahua |
| | | | | | | | | | |||||||||||||||||
Culiacan |
| | | | | | | | | | |||||||||||||||||
Durango |
| | | | | | | | | | |||||||||||||||||
San Luis Potosi |
| | | | | | | | | | |||||||||||||||||
Tampico |
| | | | | | | | | | |||||||||||||||||
Torreon |
| | | | | | | | | | |||||||||||||||||
Zacatecas |
| | | | | | | | | | |||||||||||||||||
Border |
| ||||||||||||||||||||||||||
Ciudad Juarez |
| | | | | | | | | | |||||||||||||||||
Reynosa |
| | | | | | | | | | |||||||||||||||||
Hotel |
| ||||||||||||||||||||||||||
NH T2 Hotel |
| — | | — | | | | | | — | |||||||||||||||||
Hilton Garden Inn |
| — | | — | | | | | | — | |||||||||||||||||
Industrial Park: |
| ||||||||||||||||||||||||||
VYNMSA |
| — | | — | | | | | | — | |||||||||||||||||
Other |
| — | | — | | | | | | — | |||||||||||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Eliminations |
| ( | ( | — | ( | ( | ( | ( | — | ( | |||||||||||||||||
Consolidated |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
F-61
|
|
| Construction |
| Depreciation |
|
|
|
| MDP Expenditures |
| Investments | |||||||||||||||
Aeronautical | Non-aeronautical | services | and | Operating | Assets per | Liabilities per | and other Capital | in airport | |||||||||||||||||||
December 31, 2022 | revenues | revenues | revenues | amortization | Income | segment | segment | Expenditures | concessions | ||||||||||||||||||
Metropolitan |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Monterrey |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Tourist |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Acapulco |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Mazatlán |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Zihuatanejo |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Regional |
|
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|
|
|
|
|
|
|
| |||||||||||||||||
Chihuahua |
| | | | | | | | | | |||||||||||||||||
Culiacan |
| | | | | | | | | | |||||||||||||||||
Durango |
| | | | | | | | | | |||||||||||||||||
San Luis Potosi |
| | | | | | | | | | |||||||||||||||||
Tampico |
| | | | | | | | | | |||||||||||||||||
Torreon |
| | | | | | | | | | |||||||||||||||||
Zacatecas |
| | | | | | | | | | |||||||||||||||||
Border |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Ciudad Juarez |
| | | | | | | | | | |||||||||||||||||
Reynosa |
| | | | | | | | | | |||||||||||||||||
Hotel |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
NH T2 Hotel |
| — | | — | | | | | | — | |||||||||||||||||
Hilton Garden Inn |
| — | | — | | | | | | — | |||||||||||||||||
Industrial Park: |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
VYNMSA | — | | — | | | | | | — | ||||||||||||||||||
Other |
| — | | — | | | | | | — | |||||||||||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Eliminations |
| ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||
Consolidated |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
F-62
|
|
| Construction |
| Depreciation |
|
|
|
| MDP Expenditures |
| Investments | |||||||||||||||
Aeronautical | Non-aeronautical | services | and | Operating | Assets per | Liabilities per | and other Capital | in airport | |||||||||||||||||||
December 31, 2021 | revenues | revenues | revenues | amortization | Income | segment | segment | Expenditures | concessions | ||||||||||||||||||
Metropolitan | |||||||||||||||||||||||||||
Monterrey |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
Tourist |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Acapulco |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Mazatlán |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Zihuatanejo |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Regional |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Chihuahua |
| | | | | | | | | | |||||||||||||||||
Culiacan |
| | | | | | | | | | |||||||||||||||||
Durango |
| | | | | | | | | | |||||||||||||||||
San Luis Potosi |
| | | | | | | | | | |||||||||||||||||
Tampico |
| | | | | | | | | | |||||||||||||||||
Torreon |
| | | | | | | | | | |||||||||||||||||
Zacatecas |
| | | | | | | | | | |||||||||||||||||
Border |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Ciudad Juarez |
| | | | | | | | | | |||||||||||||||||
Reynosa |
| | | | | | | | | | |||||||||||||||||
Hotel |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
NH T2 Hotel |
| — | | — | | | | | | — | |||||||||||||||||
Hilton Garden Inn | — | | — | | | | | — | — | ||||||||||||||||||
Industrial Park: |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
VYNMSA | — | | — | | | | | | — | ||||||||||||||||||
Other |
| — | | — | | | | | | — | |||||||||||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
Eliminations |
| ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||||||||||
Consolidated |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
| Ps. | |
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26. Revenues
According to the General Airports Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.
Aeronautical services include those services provided to airlines and passengers as well as complementary services.
Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.
Revenues generated by aeronautical services are under a price regulation system administered by the Ministry of Infrastructure Communications and Transportation for airport concessions, which establishes a maximum rate (TM) for each year in a
Non-aeronautical services are not covered by the regulation system administered by the Ministry of Infrastructure Communications and Transportation. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.
Under the General Airports Law and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues. For purposes of these financial statements, such revenues are classified as non-aeronautical.
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Following is a detail of the composition of revenues of the Company, using the classification established by the General Airports Law and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Aeronautical services: |
|
|
|
|
|
| |||
Domestic TUA |
| Ps. | |
| Ps. | |
| Ps. | |
International TUA |
| |
| |
| | |||
Landing charges |
| |
| |
| | |||
Platform for embarking and disembarking |
| |
| |
| | |||
Aircraft parking charges on extended stay or overnight |
| |
| |
| | |||
Domestic and international passenger and carry-on baggage check |
| |
| |
| | |||
Aerocars and jetways |
| |
| |
| | |||
Other airport services, leases and regulated access rights(2) |
| |
| |
| | |||
Total revenues from aeronautical services |
| Ps. | |
| Ps. | |
| Ps. | |
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Non-aeronautical services: |
|
|
|
|
|
| |||
Commercial activities |
|
|
|
|
|
| |||
Car parking charges |
| Ps. | |
| Ps. | |
| Ps. | |
Advertising(1) |
| | | | |||||
Retail operations(1) |
| | | | |||||
Food and beverage(1) |
| | | | |||||
Car rental operators(1) |
| | | | |||||
Time share developers(1) |
| | | | |||||
Financial services(1) |
| | | | |||||
Communication and services(1) |
| | | | |||||
Services to passenger |
| | | | |||||
VIP lounges |
| | | | |||||
Other services |
| | | | |||||
Total revenue from commercial activities |
| | | | |||||
Diversification activities: |
|
|
|
| |||||
Hotel services |
| | | | |||||
OMA Carga |
| | | | |||||
Real estate services |
| | | | |||||
Industrial services |
| | | | |||||
Other services |
| | | | |||||
Total diversification activities |
| | | | |||||
Complementary activities: |
|
|
|
| |||||
Leasing of space(1) |
| | | | |||||
Access rights |
| | | | |||||
Checked baggage inspection |
| | | | |||||
Other services |
| | | | |||||
Total of complimentary activities |
| | | | |||||
Total revenue from non-aeronautical services |
| Ps. | |
| Ps. | |
| Ps. | |
(1) | Revenues from commercial activities and ancillary services are generated primarily from operating leases entered into by the Company. The leases are based on a monthly rent (which generally increases annually based on the NCPI) and/or the higher of a guaranteed minimum monthly rent and a percentage of the lessee’s monthly income. The monthly rent and minimum guaranteed monthly rent are included in the caption “Commercial activities” in the table above and in supplemental income. |
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Approximately
27. Cost of services
The cost of services is as follows:
Year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Wages and salaries |
| Ps. | |
| Ps. | |
| Ps. | |
Maintenance |
| |
| |
| | |||
Security and insurance |
| |
| |
| | |||
Utilities (electric, cleaning and water) |
| |
| |
| | |||
Building lease |
| — |
| |
| | |||
Allowance for doubtful accounts |
| |
| |
| | |||
Cost of hotel service |
| |
| |
| | |||
Equipment lease, fees and others |
| |
| |
| | |||
| Ps. | |
| Ps. | |
| Ps. | | |
28. Subsequent event
On April 26, 2024, GACN reported that, further to the resolutions adopted at the Annual General Ordinary Stockholders’ Meeting held on April 26, 2024 shareholders approved a cash dividend in the amount of Ps.
29. Authorization for the issuance of the consolidated financial statements
The Company’s consolidated financial statements were authorized for issuance on April 29, 2024, by the Chief Executive Officer, Ricardo Dueñas Espriu and Ruffo Pérez Pliego del Castillo, General Director of Administration and Finance and, consequently do not reflect the events occurred after that date.
The consolidated financial statements as of December 31, 2022, were approved by the Annual Stockholders’ Meeting held on April 24, 2023.
* * * * * *
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