UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2017
GRUPO
AEROPORTUARIO DEL SURESTE, S.A.B. de C.V.
(SOUTHEAST
AIRPORT GROUP)
(Translation
of Registrant’s Name Into English)
México
(Jurisdiction
of incorporation or organization)
Bosque
de Alisos No. 47A– 4th Floor
Bosques
de las Lomas
05120
México, D.F.
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
|
|
Form
20-F
x
|
Form
40-F ____
|
(Indicate
by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
.)
INFORMATION
BULLETIN DUE TO COMPANY RESTRUCTURING
OCTOBER
19
th
, 2017
GRUPO
AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
Bosque
de Alisos 47-A Piso 4
Col.
Bosques de las Lomas
05120,
Ciudad de México,
México
_________________________________
Trading
Symbol: “ASUR”
_________________________________
AIRPLAN
Acquisition
IN
ACCORDANCE WITH ARTICLE 35 AND APPENDIX P OF THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER PARTICIPANTS IN
THE STOCK MARKET PUBLISHED BY THE NATIONAL BANKING AND SECURITIES COMMISSION, GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(“
ASUR
” OR THE “
ISSUER
”) HEREBY INFORMS ITS STOCKHOLDERS AND THE GENERAL PUBLIC OF THE PROCESS
OF ACQUISITION OF MAJORITY STAKES IN (I) SOCIEDAD OPERADORA DE AEROPUERTOS CENTRO NORTE, S.A., AND (II) AEROPUERTOS DE
ORIENTE, S.A.S.
Brief
Summary of the Transaction
In
relation to (i) the significant events published on April 10
th
and 11
th
, and on October 12
th
,
2017, and (ii) the information contained in the annual report of ASUR published on April 28
th
, 2017, in which the stockholders
of ASUR and the general public were informed, among other matters, that ASUR had reached a series of agreements through its subsidiary
Aeropuerto de Cancún, S.A. de C.V. with the respective stockholders of Sociedad Operadora de Aeropuertos de Centro Norte,
S.A. (“Airplan”) and Aeropuertos de Oriente, S.A.S. (“Oriente”) for the acquisition of a controlling stake
of approximately 92.42% in the capital stock of Airplan and of 97.26% in the capital stock of Oriente in exchange for an accumulated
sum of approximately 4.8968 billion Mexican pesos (262 million U.S. dollars at the exchange rate of 18.69 pesos per dollar on
April 10
th
, 2017), subject to a series of price adjustments and in accordance with a series of agreements entered into
with the respective stockholders of Airplan and Oriente, including debt, as reported on October 12
th
, 2017 via the
publication of a significant event:
|
|
1.
|
On
October 12
th
, ASUR received the necessary approvals from the Colombian regulatory
authorities to conclude the acquisition of the stake in
Airplan
(the “Acquisition”
or the “Transaction”).
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
Airplan
holds concessions to operate the following airports in Colombia: Enrique Olaya Herrera Airport and José Maria Córdova
International Airport in Medellin, Los Garzones Airport in Montería, Antonio Roldan Betancourt Airport in Carepa, El Caraño
Airport in Quibdó, and Las Brujas Airport in Corozal.
|
|
2.
|
Not
all the necessary regulatory approvals have yet been received to conclude the acquisition
of
Oriente
.
|
In
light of the pending regulatory approvals for the acquisition of Oriente, the sellers and ASUR have agreed to make commercially
reasonable efforts to obtain the pending approvals and, if successful, to negotiate in good faith an adjustment to the purchase
price.
Oriente
holds concessions to operate the following airports in Colombia: Simón Bolívar International Airport in Santa Marta,
Almirante Padilla Airport in Riohacha, Alfonso López Pumarejo Airport in Valledupar, Camilo Daza International Airport
in Cúcuta, Palonegro International Airport in Bucaramanga, and Yariguíes Airport in Barrancabermeja. If it is possible
to conclude this acquisition, ASUR will own approximately 97.26% of the capital stock of Oriente.
In
the event that (i) the required regulatory approvals for the acquisition of Oriente are obtained, (ii) the sellers and ASUR reach
an agreement regarding the purchase price, and (iii) the acquisition of Oriente is concluded, ASUR will issue the relevant information
to its stockholders and the general public in compliance with its reporting obligations under the applicable legal provisions.
Based
on the foregoing, this company restructuring information bulletin and the pro forma financial information refer only to the
conclusion of the Transaction relating to Airplan.
The
stockholders of ASUR and the general public are hereby informed that, after having obtained all the necessary approvals for the
conclusion of the Acquisition of Airplan and complied with all the conditions to which the Transaction was subject, on October
19
th
, 2017 ASUR paid the amount of the purchase price for the stake in Airplan in full, thereby concluding the Transaction.
The
full amount paid by ASUR for the acquisition of Airplan was approximately $3.774 billion pesos ($204 million U.S. dollars at the
exchange rate of $18.5 pesos per dollar valid on October 18
th
, 2017) (the “Total Sum of the Transaction”).
The
funds for payment of the purchase price were obtained from a credit contracted with BBVA Bancomer, S.A., Institución de
Banca Múltiple, Grupo Financiero BBVA Bancomer, as described below in this Information Bulletin.
The
Acquisition is an important strategic addition to allow ASUR to enter the South American market by offering airport services through
six airports in Colombia. The operation of these airports will considerably extend the scope and scale of the airport services
provided by ASUR. Given that ASUR’s business is highly dependent on international tourism, the Acquisition will give ASUR
the opportunity to serve 10.4 million additional passengers through Airplan. This investment also contributes to ASUR’s
corporate objective of stimulating and promoting the development of air routes that satisfy the needs of passengers, airlines
and ASUR’s own airports.
Description
of Securities
The
shares that represent the capital stock of ASUR are listed on the National Register of Securities (Spanish initials “
RNV
”)
kept by the National Banking and Securities Commission under file number 2705-1.00-2008-004 and are traded on the Mexican Stock
Exchange (Spanish initials “
BMV
”) under the symbol “ASUR”.
As
of the date of this information bulletin due to company restructuring (the “
Information Bulletin
”), the Issuer’s
capital stock is represented by 277,050,000 shares that are fully subscribed and in circulation corresponding to Series “B”,
and 22’950,000 shares that are fully subscribed and in circulation corresponding to Series “BB”.
The
Acquisition will not entail any modification to the characteristics of the shares of ASUR. ASUR will not issue shares as a result
of the Acquisition.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
This
Information Bulletin does not constitute a prospectus for the sale of securities in Mexico. It has been prepared and is placed
at the disposal of the general public in order to comply with the applicable legal provisions.
The
Issuer will provide copies of this document to any investor capable of providing evidence of that capacity under the applicable
legislation, and who submits a request for said information to Adolfo Castro Rivas, Chief Executive Officer of the Issuer, who
is the person in charge of investor relations and may be contacted at the Issuer’s offices located at Bosque de Alisos No.
47-A Piso 4, Colonia Bosques de las Lomas, 05120, Ciudad de México, Mexico, by telephone on 52-84-04-08, or by e-mail:
acastro@asur.com.mx
. The electronic version of this Information Bulletin may be consulted
on any one of the following internet sites
www.bmv.com.mx
,
www.gob.mx/cnbv
,
and
www.asur.com.mx
.
ENLISTMENT
ON THE NATIONAL REGISTER OF SECURITIES DOES NOT IMPLY CERTIFICATION OF THE VALUE OF THE SECURITIES IN QUESTION, THE SOLVENCY OF
THE ISSUER, OR THE CORRECTNESS OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DECLARATION, NOR WILL IT BE CONSIDERED TO CONDONE
ANY ACTS THAT MAY HAVE BEEN CARRIED OUT IN CONTRAVENTION OF ANY LAWS.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
TABLE
OF CONTENTS
|
1.
|
EXECUTIVE
SUMMARY
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5
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|
2.
|
DETAILED
INFORMATION ON THE TRANSACTION
|
7
|
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|
a)
DETAILED DESCRIPTION OF THE ACQUISITION
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7
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b)
OBJECTIVE OF THE TRANSACTION
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7
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c)
SOURCES OF FINANCING AND EXPENSES ARISING
FROM THE TRANSACTION
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8
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d)
DATE OF APPROVAL OF THE TRANSACTION
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8
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e)
ACCOUNTING TREATMENT OF THE TRANSACTION
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8
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f)
TAX CONSEQUENCES OF THE TRANSACTION
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9
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|
3.
|
PARTIES
TO THE TRANSACTION
|
10
|
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|
a)
GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE
C.V.
|
10
|
|
|
b)
SOCIEDAD OPERADORA DE AEROPUERTOS DE CENTRO
NORTE, S.A.
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11
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4.
|
RISK
FACTORS
|
15
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|
5.
|
SELECTED
FINANCIAL INFORMATION
|
17
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6.
|
COMMENTS
AND ANALYSIS OF COMPANY MANAGEMENT REGARDING ISSUER’S OPERATING RESULTS AND FINANCIAL POSITION
|
22
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a)
OPERATING RESULTS
|
22
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b)
FINANCIAL SITUATION, LIQUIDITY AND CAPITAL
RESOURCES
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22
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7.
|
PUBLIC
DOCUMENTS
|
24
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|
8.
|
PERSONS
RESPONSIBLE
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25
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9.
|
APPENDICES
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26
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a)
ASSURANCE REPORT OF THE INDEPENDENT AUDITOR
OF ASUR REGARDING THE COMPILATION OF THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
26
|
|
|
b)
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
|
26
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
1.
EXECUTIVE SUMMARY
This
summary contains a description of the most significant aspects of the Transaction. It does not include all the information that
might be relevant for investors, and is therefore intended to be complemented by the more detailed general and financial information
contained in other sections of this Information Bulletin, as well as in ASUR’s annual report dated 31
st
of December
2016 (the “
Annual Report
”) and in ASUR’s report for the second quarter of 2017, both of which may be
consulted at
www.asur.com.mx
and
www.bmv.com.mx
.
ASUR
is a variable-capital, publicly traded, limited company incorporated under the laws of Mexico. ASUR is a holding company for subsidiaries
dedicated to the administration, operation (including the rendering of airport, complementary and commercial services), construction
and/or development of civil airfields. Nine of ASUR’s subsidiaries have concessions to operate, administer, develop and
construct airports in the southeastern region of Mexico; these concessions have a duration of fifty years, beginning in 1998.
ASUR
also holds an indirect stake of 60.0% in the company Aerostar, which has a lease agreement for the operation, maintenance and
development of LMM Airport located in San Juan, Puerto Rico, valid for a period of forty years from February 27
th
,
2013.
On
April 10
th
, 2017, ASUR announced that through its subsidiary, Aeropuerto de Cancún, S.A. de C.V., it had reached
a series of agreements with the respective stockholders of Airplan and Oriente, with the aim of acquiring a controlling stake
of approximately 92.42% in the capital stock of Airplan and of 97.26% in the capital stock of Oriente.
On
October 12
th
, 2017, ASUR announced that:
|
|
1.
|
On
that date it had received approvals from the Colombian regulatory authorities to conclude
the acquisition of the stake in Airplan and it had decided to go ahead with the finalization
of the Transaction.
|
|
|
2.
|
As
of that date, the regulatory approvals for the conclusion of the acquisition of Oriente
had not been received and, therefore, the sellers and ASUR had agreed to make commercially
reasonable efforts to obtain the approvals and, if successful, to negotiate in good faith
an adjustment to the purchase price.
|
Given
that it had (i) obtained all the necessary authorizations for the conclusion of the Acquisition of Airplan, and (ii) complied
in full with all the conditions that the Acquisition was subject to, on October 19
th
, 2017, ASUR paid the amount of
the purchase price for the stake in Airplan in full, thereby concluding the Transaction.
The
full amount paid by ASUR for the acquisition of Airplan was approximately $3.774 billion pesos ($204 million U.S. dollars at the
exchange rate of $18.5 pesos per dollar valid on October 18
th
, 2017) (the “Total Sum of the Transaction”).
The
funds for payment of the purchase price were obtained from a credit contracted with BBVA Bancomer, S.A., Institución de
Banca Múltiple, Grupo Financiero BBVA Bancomer, as described below in this Information Bulletin.
Airplan
is the second-largest airport concession holder in Colombia, with 10.4 million passengers in 2016. Airplan provides airport services
in Enrique Olaya Herrera Airport and José María Córdova International Airport, both in Medellin, Los Garzones
Airport in Montería, Antonio Roldán Betancourt Airport in Carepa, El Caraño Airport in Quibdó, and
Las Brujas Airport in Corozal. According to the Colombian civil-aviation authority Aerocivil, in 2015 Airplan had a market share
in Colombia of 15% of domestic and international passengers. Major airlines have established operations centers in Airplan airports,
with the hub for Viva Colombia and the maintenance, repair and overhaul (MRO) hub for Avianca both based at José María
Córdova International Airport in Medellin. For more information on this concession, see
Section 3. Parties to the Transaction.
(b) Sociedad Operadora de Aeropuertos de Centro Norte, S.A. – Description of the Business
in this Bulletin.
The
concession held by Airplan has a duration that depends on the sum of revenues generated by the relevant airports. The Airplan
airport concessions have a minimum duration until 2032 and maximum duration until 2048.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
Oriente
Oriente
has concessions to operate the following airports in Colombia: Simón Bolívar International Airport in Santa Marta,
Almirante Padilla Airport in Riohacha, Alfonso López Pumarejo Airport in Valledupar, Camilo Daza International Airport
in Cúcuta, Palonegro International Airport in Bucaramanga, and Yariguíes Airport in Barrancabermeja. If it is possible
to conclude this acquisition, ASUR will own approximately 97.26% of the capital stock of Oriente.
In
the event that (i) the required regulatory approvals for the acquisition of Oriente are obtained, (ii) the sellers and ASUR reach
an agreement regarding the purchase price, and (iii) the acquisition of Oriente is concluded, ASUR will issue the relevant information
to its stockholders and the general public in compliance with its reporting obligations under the applicable legal provisions.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
2.
DETAILED INFORMATION ON THE TRANSACTION
|
|
a)
|
DETAILED
DESCRIPTION OF THE ACQUISITION
|
On
April 10
th
, 2017, ASUR announced that through its subsidiary, Aeropuerto de Cancún, S.A. de C.V., it had reached
a series of agreements with the stockholders of Airplan for the acquisition of a controlling stake of approximately 92.42% of
the capital stock of Airplan.
The
Total Sum of the Transaction will be financed via a credit provided by BBVA Bancomer, S.A., Institución de Banca Múltiple,
Grupo Financiero BBVA Bancomer, as described below in this Information Bulletin.
On
this date the Acquisition was concluded, and payment was made of the Total Sum of the Transaction. The contracts for finalization
of the Acquisition also received final approval by the Colombian regulatory aviation authorities, including the National Infrastructure
Agency, which is responsible for granting airport concessions, and the Olaya Herrera Airport Public Authority. These authorities
issued approval on October 12
th
, 2017.
As
of the date of this Information Bulletin, ASUR’s obligation to conclude the Acquisition, and therefore to pay the Total
Sum of the Transaction, is subject to compliance with or acceptance of certain conditions precedent by the stockholders of Airplan
and Oriente, as applicable, including obtainment of the corresponding authorizations. These conditions are customary for transactions
of this nature.
|
|
b)
|
OBJECTIVE
OF THE TRANSACTION
|
The
Acquisition is an important strategic addition to allow ASUR to offer airport services in the South American market. This Transaction
contributes to ASUR’s corporate objective of stimulating and promoting the development of air routes that satisfy the needs
of passengers, airlines and ASUR’s own airports, and will strengthen ASUR in terms of geographic presence, the range of
services it can offer to clients in different markets, and the scope and scale of the services offered by the company.
As
a result of the Transaction, ASUR will acquire through its subsidiary Aeropuerto de Cancún, S.A. de C.V. a controlling
stake of approximately 92.42% of the capital stock of Airplan. The Acquisition will entail the transfer of rights under the airport
concessions by Airplan, which include the rights to receive regulated and unregulated revenues from each airport under concession.
The regulated revenues of Airplan include, but are not limited to, the tariff charged to passengers for the use of the airport,
takeoff, landing and aircraft-movement fees, fees for the use by aircraft of passenger boarding bridges, and aircraft parking
fees; the unregulated revenues of Airplan include, but are not limited to, commercial revenues in general, including revenues
from the rental of commercial units, advertising, fees from the sale of gasoline, rental of storage facilities for stocks, and
the rendering of ground-handling services.
This
investment contributes to ASUR’s corporate objective of stimulating and promoting the development of air routes that satisfy
the needs of passengers, airlines and ASUR’s own airports.
In
2016, the airports operated by Airplan served approximately 10.4 million passengers, respectively. The concessions held by Airplan
have a duration that depends on the sums of the revenues generated by the airports in question. The Airplan concessions have a
minimum term until 2032 and a maximum term until 2048.
José
María Córdova International Airport and Enrique Olaya Herrera Airport both operate flights into and out of the city
of Medellin, Colombia. Medellin is currently the second-largest city in Colombia and the second-busiest city for air passengers
after Bogotá. José María Córdova International Airport opened in 1985, and is the number-two airport
in Colombia in terms of passenger traffic. Located in the municipality of Rionegro, 45 minutes from Medellin, the airport provides
service for domestic and international flights. It has a range of restaurants and retail shops, as well as car parking facilities
for 300 vehicles. Key airline clients include American Airlines, Avianca, Copa Airlines, and Viva Colombia. In 2016, José
María Córdova International Airport served approximately 7.6 million passengers, including 1.4 million international
passengers and 6.2 million domestic passengers.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
Enrique
Olaya Herrera Airport opened in 1932, and was the city’s main airport until José María Córdova International
Airport began operations in 1985. The airport is conveniently located within the Medellin city limits, and serves domestic flights
to destinations such as Bogotá, Bucaramanga and Pereira. Key airline clients include Satena and EasyFly. In 2016, the airport
served approximately 1.1 million passengers.
Los
Garzones Airport is located in Montería, Colombia. It serves domestic flights to destinations such as Bogotá, Medellin,
Cartagena and Barranquilla. Key airline clients include Avianca, Copa Airlines and EasyFly. In 2016, the airport served 975,384
passengers.
Antonio
Roldán Betancourt Airport is located in Carepa, Colombia. It serves domestic flights to destinations such as Bogotá
and Medellin. Key airline clients include EasyFly and Satena. In 2016, the airport served 222,496 passengers.
El
Caraño Airport is located in Quibdó, Colombia. It serves domestic flights to destinations such as Bogotá,
Medellin and Cali. Key airline clients include EasyFly and Satena. In 2016, the airport served 403,085 passengers.
Las
Brujas Airport is located in Corozal, Colombia. It serves domestic flights to destinations such as Bogotá and Medellin.
Key airline clients include EasyFly and Satena. In 2016, the airport served 77,554 passengers.
|
|
c)
|
SOURCES
OF FINANCING AND EXPENSES ARISING FROM THE TRANSACTION
|
On
April 27
th
, 2017, ASUR entered into a credit agreement to finance payment of the Total Sum of the Transaction with
the bank BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer for an amount of $4,000,000,000.00
(four billion pesos, zero cents, Mexican legal tender). The credit has a term of one year and an interest rate calculated on the
basis of the 28-day Interbank Interest Rate (TIIE) plus 0.60% (zero point six percent).
The
credit agreement contains several obligations to take or to refrain from taking action, as well as causes for advance termination,
which are in the customary terms for financing agreements of this nature.
In
relation to the Transaction and its financing, ASUR has incurred and will continue to incur a series of expenses, including the
fees of legal, accounting and tax advisors, among others. ASUR estimates that these fees will amount to approximately USD 1,100,000.00
(one million, one hundred thousand dollars, zero cents, legal tender of the United States of America).
|
|
d)
|
DATE
OF APPROVAL OF THE TRANSACTION
|
On
January 31 and March 9, 2017, the Board of Directors of ASUR authorized the subsidiary Aeropuerto de Cancún, S.A. de
C.V. to enter into negotiations with the stockholders of Airplan and Oriente with the aim of agreeing on the possible
acquisition of a controlling stake in said companies.
|
|
e)
|
ACCOUNTING
TREATMENT OF THE TRANSACTION
|
The
accounting treatment for the restructuring of the company is regulated by the International Financial Reporting Standards (IFRS)
issued by the I
n
ter
n
ati
o
nal
A
c
cou
n
t
i
ng
St
a
n
d
ards Board. The accounting treatment
of the Transaction will be applied at the appropriate time in accordance with the provisions of IFRS 3 “Business Combinations”
(IFRS Three), which requires recognition of business acquisitions using the acquisition method, and in general terms includes
the following procedures and assessments: (i) definition of the company that obtains control of another business, (ii) definition
of the acquisition date, (iii) assessment and recognition of reasonable value on the acquisition date, the identifiable assets
acquired, the liabilities assumed, and any non-controlling stakes in the acquired company, and (iv) recognition of any difference
between the fee transferred and the net
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
identifiable
assets acquired, which is commonly referred to as “acquired goodwill” (asset), or “purchase gain” (P&L).
For
the purposes of the pro forma financial information included in this Information Bulletin, the historical values of the acquired
company have been taken into consideration, and goodwill has been recognized for the difference between the aforementioned historical
values and the purchase price of Airplan, which differs from the accounting treatment described above.
The
final purchase method will be determined by ASUR once the detailed valuations and calculations needed for this purpose are complete.
The final method may differ considerably from that used for the pro forma adjustments. The final method may include: (i) changes
to the reasonable value of properties, plants and equipment; (ii) changes to the methods of accounting for intangible assets such
as brands, technology and client relations, as well as the reasonable value of commercial credit; and (iii) other changes to the
assets and liabilities acquired.
|
|
f)
|
TAX
CONSEQUENCES OF THE TRANSACTION
|
The
Transaction will not have any tax consequences for ASUR.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
|
|
3.
|
PARTIES
TO THE TRANSACTION
|
|
|
a)
|
GRUPO
AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
|
This
summary is not intended to provide exhaustive information about ASUR. It is complemented by the information contained in ASUR’s
Annual Report, which is available for consultation on the ASUR website
www.asur.com.mx
and on the website of the Mexican Stock Exchange
www.bmv.com.mx
and in ASUR’s
most recent quarterly report, which is available for consultation on the websites
www.asur.com.mx
and
www.bmv.com.mx
.
History
and Background
A
S
U
R
was incorporated in
1998 as part of the Mexican
federal government’s two-stage plan
to open up the country’s airport system to private investment. Under the
scheme established by the Ministry of Communications and Transport (Spanish initials, “
SCT
”), 35 of the 58
major public airports in Mexico were selected to form part of this program and were divided into four groups: the Southeast group
(made up of the nine Mexican airports of ASUR), the Mexico City group (which currently contains a single airport), the Pacific
group (which has 12 airports) and the Center-North group
(with 13 airports). The first stage
of the program consisted of selecting an investor for each airport group via a process of public tender. This investor was granted
a stake of 15.0% in the airport group’s capital stock, as well as the right and the obligation to enter into a series of
contracts, including one to provide certain technical assistance services in accordance with the terms established during the
public bidding process. In the second stage of the program, all or part of the remaining shares in each airport group were offered
for sale to the public
.
In
June 1998, the SCT granted concessions to the subsidiaries of ASUR for the administration, operation, development and, if applicable,
construction of the Southeast Airports for a period of 50 years from November 1
st
, 1998. In addition, a holding company
was constituted for each airport group, which owns all of the shares (except one) in the capital stock of the concession-holding
companies, and a service company was also established for each group.
For
a more detailed description of the history and background of ASUR, please refer to the company’s Annual Report, which is
available for consultation on the ASUR website
www.asur.com.mx
and on the website of the
Mexican stock exchange
www.bmv.com.mx
.
Description
of the Business
ASUR
holds concessions to operate, maintain and develop nine airports in the southeast region of Mexico for a period of 50 years from
November 1
st
, 1998. As the
operator of these airports, ASUR receives revenues
from fees charged to airlines, passengers, and other parties for the use of the airport facilities belonging to the company. ASUR
also receives revenues from other activities that take place in its airports, such as the lease of space for restaurants and other
businesses. The concessions held by ASUR include that of Cancún International Airport, which was the second-busiest airport
in Mexico in 2016 in terms of passenger traffic, and the busiest in terms of international passenger traffic on scheduled flights,
according to information provided by Mexico’s Civil Aeronautical Department (Spanish initials “
DGAC
”),
which is the federal authority that oversees the Mexican aviation industry. ASUR also holds the concessions to operate airports
in Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa.
ASUR
has an indirect stake of 60.0% in the company Aerostar: through its subsidiary Aeropuerto de Cancún, S.A. de C.V., it has
a lease agreement that allows it to operate, maintain and develop Luis Muñoz Marín Airport located in San Juan,
Puerto Rico, for a period of 40 years from February 27
th
, 2013.
For
a more detailed description of ASUR’s business, please refer to the company’s Annual Report, which is available for
consultation on the ASUR website www.asur.com.mx and on the website of the Mexican Stock Exchange www.bmv.com.mx.
Description
of the Development of ASUR
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
On
April 10
th
, 2017, ASUR, acting through its subsidiary Aeropuerto de Cancún, S.A. de C.V., entered into a series
of agreements to carry out the Transaction, according to the terms and conditions established in each one, as described in this
Information Bulletin.
On
May 26
th
, 2017, Highstar sold a 10% stake in Aerostar to ASUR, through its subsidiary Aeropuerto de Cancún,
S.A. de C.V., in accordance with a purchase and sale agreement. As a result of this transaction, Aeropuerto de Cancún,
S.A. de C.V. is now the owner of a 60% stake in the shares of Aerostar and has obtained control over the latter company. Consequently,
as of June 30
th
, 2017, it has been integrated into the consolidated financial statements of ASUR. A third-party buyer,
Public Sector Pension Investment Board, has acquired the remaining 40% of the shares in Aerostar. This represents a combined investment
of USD 430 million. The transaction has received all of the required regulatory approvals. ASUR expects to consolidate the results
of Aerostar in its financial statements.
Through
its subsidiary Aeropuerto de Cancún, S.A. de C.V., ASUR has begun construction of Terminal 4 at Cancún International
Airport, in accordance with the corresponding master development program. The new terminal is located to the west of the existing
airport facilities, between Runways 12L and 12R. The terminal building will initially have a surface area of more than 64,000
square meters, as well as 10 passenger-inspection points and 12 aircraft parking stands, each with its own passenger-boarding
bridge. The terminal was designed to be easily expandable when capacity increases are required, without causing disruption for
day-to-day operations, and will maintain separate flows for domestic and international passengers. The terminal will also be divided
into separate levels, with the upper level reserved for departing passengers and the mezzanine and lower levels for arriving passengers.
It is expected that Terminal 4 will begin operating during the fourth quarter of 2017.
For
a more detailed description of the development of ASUR’s business, please refer to the company’s Annual Report, which
is available for consultation on the ASUR website
www.asur.com.mx
and on the website of
the Mexican Stock Exchange
www.bmv.com.mx
.
Structure
of Capital Stock
The
shares that represent ASUR’s capital stock are listed on the RNV kept by the National Banking and Securities Commission
under file number 2705-1.00-2008-004 and are traded on the BMV under the symbol “ASUR”. As of the date of this Information
Bulletin, the Issuer’s capital stock is represented by 277,050,000 shares that are fully subscribed and in circulation corresponding
to Series “B”, and 22’950,000 shares that are fully subscribed and in circulation corresponding to Series “BB”.
Financial
Statements
Other
than the consolidation of the results of Aerostar in the financial statements of ASUR, no significant changes have been made to
the audited consolidated financial statements of ASUR since the publication of the company’s Annual Report.
|
|
b)
|
SOCIEDAD
OPERADORA DE AEROPUERTOS DE CENTRO NORTE, S.A.
|
The
sole source for all information regarding Airplan contained in this Information Bulletin (including, without limitation, the information
contained in this section) is the information provided directly by Airplan to ASUR. Consequently, and to avoid any ambiguity of
interpretation, (i) ASUR did not in any way prepare, review or agree to any of the information contained herein, (ii) the information
is applicable to Airplan prior to conclusion of the Transaction, and (iii) ASUR assumes no responsibility for the information
contained in or omitted from this Bulletin, as applicable.
For
a more detailed description of Airplan, please refer to the information available on the Airplan website
http://www.airplan.aero/
.
The aforementioned website shall not be construed as part of this Information Bulletin and ASUR therefore assumes no responsibility
for any information contained in or omitted from the website.
History
and Background
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
Airplan
was incorporated by its stockholders in
2008
as a concession-holding company responsible for the administration, operation, commercial development, remodeling, renovation
and maintenance of the airports mentioned below, as authorized in the Airplan Concession Effective from 2013, the National Infrastructure
Agency (Spanish initials “
ANI
”), in its capacity as the national institution responsible for infrastructure
concessions, replaced Aerocivil as the government agency whose duty it is to structure, manage and enforce the corresponding concession
agreement.
In
compliance with the terms of the concession, Airplan and trustee Fiduciaria Bancolombia established a trust fund to handle the
revenue streams generated by the concession, including those relating to loan agreements. In general terms, the service agreements
envisaged in the concession are fulfilled by Airplan. In accordance with the concession terms, Airplan is also required to enter
into a contract for technical assistance and consulting services with an entity that has experience in airport operations, and
this contract was signed with Capital Airports Holding Company.
Description
of the Business
Airplan
is the second-largest airport concession holder in Colombia, with 10,361,612 passengers in 2016 and 5,157,800 passengers in the
period from January to June 2017. Airplan provides airport services in Enrique Olaya Herrera Airport and José María
Córdova International Airport, both in Medellin, Los Garzones Airport in Montería, Antonio Roldán Betancourt
Airport in Carepa, El Caraño Airport in Quibdó, and Las Brujas Airport in Corozal. According to Aerocivil, in 2015
Airplan had a market share in Colombia of 15% of domestic and international passengers. Major airlines have established operations
centers in Airplan airports, with the hub for Viva Colombia and the maintenance, repair and overhaul (MRO) hub for Avianca both
based at José María Córdova International Airport in Medellin.
In
resolution 4975 dated October 12
th
, 2007, the Colombian Federal Government, acting through Aerocivil, declared bidding
procedure 7000132-OL (the “Airplan Tender”) open to the public. On March 13
th
, 2008, and as a result of
this tender, Aerocivil and the Olaya Herrera Airport Public Authority (“AOH”) granted Concession Agreement number
8000011-OK (the “Airplan Concession”) to the company Airplan, in order for the latter on its own behalf and under
its own risk to perform the administration, operation, commercial development, remodeling, maintenance and modernization of the
following airports: (i) Olaya Herrera; (ii) José María Córdova; (iii) El Caraño; (iv) Los Garzones;
(v) Antonio Roldán Betancourt; and (vi) Las Brujas, all of which were under the control of and supervised by Aerocivil
and AOH (the “Airplan Project”).
Under
the concession agreement in question, Aerocivil permitted Airplan to use the fixed and moveable assets that form part of the Airplan
Concession (which do not include those intended for air-traffic control, radio navigational aids or aviation safety). Aerocivil
also ceded the corresponding rights to receive (i) revenues from the services specified by Aerocivil in its administrative resolutions,
which must be provided by Airplan in the performance of its duties under the Airplan Concession; and (ii) revenues different to
those specified by Aerocivil, received by Airplan in the performance of its duties under the Airplan Concession, on the understanding
that a fee would be applicable to such revenues equivalent to 19% of Airplan’s gross income.
The
development of the Airplan Concession is envisaged in three stages: (i) an initial stage lasting 10 months; (ii) a stage of remodeling
and modernization lasting 60 months; and (iii) a maintenance stage. The Airplan Concession will last until the date on which any
of the following events first occurs: (a) the revenues specified by Aerocivil are equal to expected revenues, provided that a
period of at least 15 years has elapsed since the date on which the Airplan Concession came into force; or (b) a period of 25
years has elapsed since the date on which the Airplan Concession came into force, as applicable.
Airplan
must comply with a series of obligations set forth in the Airplan Concession. These include: providing a compliance guarantee
and a civil liability guarantee; paying a success fee for the transaction; paying the concession fee; refraining from providing
air-transport services to passengers; refraining from allowing Colombian state-owned entities to hold stakes of more than 50%
in the company’s capital stock; complying with the applicable environmental legislation; providing the relevant services
to airport users in accordance with the technical specifications established in the Airplan Concession and in the agreements transferred;
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
creating
and maintaining a trust agreement (the assets held in trust must include all gross income received as revenue from the Airplan
Concession, as well as any debt or capital resources obtained to execute the Airplan Concession); and carrying out any procedures
and taking any measures, whether technical or financial, that are necessary to accomplish the Airplan Project. Aerocivil and AOH
have the obligation to: issue notifications and transfer the contracts ceded for activities to be carried out in the areas under
concession; recognize expenses that require compensation or the replacement of assets damaged due to force majeure, when the risk
is assumed by Aerocivil; make payments arising from complementary works; pay differences for compensation; and make any notifications
or take any measures necessary to allow the implementation of the Airplan Project. In the event that any instance of non-compliance
with any of the important provisions of the Airplan Concession takes place and is not remedied, Aerocivil may rescind the concession
and apply a contractual penalty of up to USD 20,000,000.00 (twenty million dollars, zero cents, legal tender of the United States
of America). This sum may be reduced depending on what stage the Airplan Project is in when the breach of terms occurs.
An
auditor is entrusted with coordinating and overseeing the execution of the Airplan Concession. This person is authorized to give
instructions to Airplan regarding obligatory compliance aspects, and to request any information considered necessary to verify
compliance with the obligations under the Airplan Concession. Finally, Airplan and its stockholders have the obligation not to
assign in any way their stakes in the Airplan Concession without prior written authorization from AOH and Aerocivil, in the understanding
that if any such assignment is carried out, the assignees must be persons that satisfy similar or superior conditions in terms
of experience and financial capacity in accordance the provisions of the Airplan Tender.
Airplan
has reached an agreement regarding investment commitments with the Colombian government in each of its airports. In 2017 and 2018,
José María Córdova International Airport in Medellin has committed investments of 94.794 billion Colombian
pesos and 43.688 billion Colombian pesos, respectively. In 2017, Enrique Olaya Herrera Airport in Medellin has committed investments
of 441 million Colombian pesos. In 2017, Los Garzones Airport in Montería has committed investments of 2.49 billion Colombian
pesos. In 2017, El Caraño Airport in Quibdó has committed investments of $40.351 billion Colombian pesos. Antonio
Roldán Betancourt Airport in Carepa and Las Brujas Airport in Corozal do not have any investment commitments with the Colombian
government for 2017 and 2018.
In
the year 2016 and during the period from January to June 2017, José María Córdova International Airport in
Medellin served 7,567,624 passengers and 3,816,493 million passengers, respectively. In the year 2016 and during the period from
January to June 2017, Enrique Olaya Herrera Airport in Medellin served 1,115,466 passengers and 516,543 passengers, respectively.
In the year 2016 and during the period from January to June 2017, Los Garzones Airport in Montería served 975,387 passengers
and 488,723 passengers, respectively. In the year 2016 and during the period from January to June 2017, El Caraño Airport
in Quibdó served 403,085 passengers and 186,005 passengers, respectively. In the year 2016 and during the period from January
to June 2017, Antonio Roldán Betancourt Airport in Carepa served 222,496 passengers and 110,991 passengers, respectively.
In the year 2016 and during the period from January to June 2017, Las Brujas Airport in Corozal served 77,554 passengers and 39,045
passengers, respectively.
Description
of the Development of Airplan
In
2015, Airplan entered into a syndicated credit agreement with a group of local banks to refinance previously acquired loans and
complete obligatory and additional works in the airports to be carried out between 2015 and 2017.
Major
airlines have established operations centers in Airplan airports, with the hub for Viva Colombia and the maintenance, repair and
overhaul (MRO) hub for Avianca both based at José María Córdova International Airport in Medellin.
Airplan
is currently positioned as the second-largest airport concession holder in Colombia, serving 10.4 million passengers in 2016 through
its six airports.
Structure
of Capital Stock
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
The
shares that represent the capital stock of Airplan are not traded on any stock market at this time. The company’s major
stockholders are Grupo Olímpica, Incoequipos, Ramón Emiliani, Fondo Nexus and Nexus SAS.
Financial
Statements
No
significant changes have been made to the audited consolidated financial statements of Airplan for the business year ending
December 31
st
, 2016.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
4.
RISK FACTORS
The
Issuer has identified the following risk factors in relation to the Transaction that might have a significant effect on its performance
and profitability, and could influence the price of its shares. The possibility exists that ASUR’s operations might be affected
by other risks that the Issuer has not foreseen or does not consider significant at this time.
Risk
Factors Relating to the Issuer
For
more detailed information about the risk factors relating to the Issuer, please refer to the company’s Annual Report, which
is available for consultation on the ASUR website
www.asur.com.mx
and on the website of
the Mexican Stock Exchange
www.bmv.com.mx
.
Risk
Factors Relating to the Transaction
The
pro forma unaudited consolidated financial statements presented are not indicative of future results.
The
pro forma unaudited consolidated financial statements included in this Information Bulletin are presented for illustrative purposes
only and do not reflect the operating results, financial position or real cash flows that would have been recorded had the Transaction
been carried out on the supposed dates, nor do they project the future operating results or financial position of ASUR.
The
pro forma unaudited consolidated financial statements included in this Information Bulletin should be read in conjunction with
the historical financial statements of ASUR and the notes attached thereto.
ASUR
will incur debt to conclude the Transaction.
ASUR
will incur debt to pay for all of the Total Sum of the Transaction, which may result in a significant increase in interest-payment
costs. Furthermore, the respective credit agreement will contain a series of restrictions, such as limits on dividend payments
under certain circumstances, restrictions on incurring additional debt under certain circumstances, and additional financial restrictions.
Consequently, the capacity of ASUR to finance future acquisitions, expansions, capital expenditure and operating costs may be
significantly limited. ASUR may also refinance the debt assumed in relation to the Transaction. The ability of ASUR to refinance
said debt under favorable terms and conditions depends on several factors that are beyond the control of ASUR, including market
conditions and the availability of resources.
ASUR
may not be capable of integrating the businesses acquired in the Transaction.
A
key element in materializing the benefits expected from the Transaction is the capacity to integrate the operations of Airplan
into ASUR’s current operating model in a way that is timely and effective. It cannot be guaranteed that these efforts will
be successful or will be completed as ASUR expects. If this is not the case, the operations, financial position and results of
ASUR may be significantly and adversely affected.
Adverse
economic conditions in Colombia could negatively affect our financial situation and operating results.
As
a result of the Transaction, ASUR will be subject to any political, economic, legal or fiscal risks in Colombia, which may include
general economic conditions in Colombia, possible devaluations of the Colombian peso against other currencies (including the U.S.
dollar), inflation, interest rates, regulation (including legislation on such matters as economic competition, communications,
transport and foreign investment), taxes, expropriations, social unrest, crime rates and other political, social and economic
factors over which ASUR has no control.
In
the past, Colombia has experienced prolonged periods of economic crisis caused by internal and external factors over which ASUR
has no control. These periods have been characterized by instability in currency exchange rates, high inflation, economic recession,
reductions in international capital investments, reductions in the liquidity of
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
the
banking sector, and high levels of unemployment. Conditions such as these may occur again repeatedly in the future and may negatively
affect the business, the financial situation or the operating results of ASUR.
Airplan
may require greater investments in assets and have higher operating costs.
As
a result of the acquisition of Airplan, ASUR may need to make investments in assets and incur operating costs that might be significantly
higher than its historical investments and costs, which might adversely affect ASUR’s operating results.
The
Transaction could have an effect on ASUR’s share price.
Investors
might perceive the Transaction negatively, which may have repercussions for the price of ASUR’s shares on the markets.
Information
on estimates and associated risks.
The
information included in this Bulletin reflects the outlook of ASUR in relation to future events, and may contain projected information
regarding financial results, economic situations, trends and uncertain circumstances. The expressions “believes”,
“expects”, “estimates”, “considers”, “foresees”, “plans”, “may”,
“might”, “could” and other similar expressions identify these projections or estimations. When assessing
these projections or estimations, stockholders should bear in mind the factors described in this section and in other warnings
contained in this Bulletin or in all other published documents relating to the Transaction. These risk factors and projections
describe the circumstances in which actual results could differ significantly from expected results.
The
pro forma unaudited consolidated financial information presented is not indicative of future results.
The
pro forma consolidated financial information included in this Information Bulletin is intended for illustrative purposes only.
It does not reflect the actual operating results that would have been recorded had the Transaction been carried out on the supposed
dates, and it is not intended to project the future operating results or financial position of ASUR. ASUR’s pro forma consolidated
financial information included in this Information Bulletin should be read in conjunction with ASUR’s Annual Report.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
5.
SELECTED FINANCIAL INFORMATION
Below
are ASUR’s condensed pro forma unaudited consolidated statements of income, which were produced for the purposes of the
Transaction, for the period of six months ending June 30
th
, 2017, and for the year ending December 31
st
,
2016, as well as ASUR’s condensed pro forma unaudited consolidated statements of financial position, which were produced
for the purposes of the Transaction, for the period ending June 30
th
, 2017, and for the year ending December 31
st
,
2016. The attached notes form an integral part of these financial statements.
This
condensed pro forma consolidated financial information has been compiled by ASUR’s management to demonstrate the effects
of the Transaction as described in this Information Bulletin and in Note 1 to the condensed pro forma consolidated financial information,
on ASUR’s condensed consolidated statements of financial position as of June 30
th
, 2017, and December 31
st
,
2016, and on the condensed consolidated statements of income for the six-month period ending June 30
th
, 2017, and the
year ending December 31
st
, 2016, respectively, as if the Transaction had been carried out on June 30
th
,
2017, December 31
st
, 2016, or January 1
st
, 2017, respectively. The financial information of ASUR that was
the basis for the compilation of this condensed pro forma consolidated financial information was obtained by ASUR management from
the company’s condensed interim unaudited consolidated financial statements as of June 30
th
, 2017, and from the
audited consolidated financial statements as of December 31
st
, 2016, which were prepared in accordance with International
Accounting Standard 34
Interim Financial Reporting
and International Financial Reporting Standards, respectively.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
CONDENSED
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF JUNE 30
th
, 2017
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Pro Forma Adjustments
|
|
Note 2
|
|
ASUR Pro Forma
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
2,829,843
|
|
|
$
|
33,157
|
|
|
$
|
315,230
|
|
|
|
a.b.
|
|
|
$
|
3,178,230
|
|
|
Accounts receivable - net
|
|
|
376,443
|
|
|
|
345,614
|
|
|
|
—
|
|
|
|
|
|
|
|
722,057
|
|
|
Income tax refundable
|
|
|
1,526,506
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
1,526,506
|
|
|
Other assets
|
|
|
—
|
|
|
|
399
|
|
|
|
—
|
|
|
|
|
|
|
|
399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,732,792
|
|
|
|
379,170
|
|
|
|
315,230
|
|
|
|
|
|
|
|
5,427,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, furniture & equipment - net
|
|
|
440,044
|
|
|
|
3,454
|
|
|
|
—
|
|
|
|
|
|
|
|
443,498
|
|
|
Intangible assets, airport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
concessions - net
|
|
|
33,139,682
|
|
|
|
5,027,619
|
|
|
|
—
|
|
|
|
|
|
|
|
38,167,301
|
|
|
Goodwill
|
|
|
253,777
|
|
|
|
—
|
|
|
|
1,940,221
|
|
|
|
d.
|
|
|
|
2,193,998
|
|
|
Other non-current assets
|
|
|
—
|
|
|
|
3,998
|
|
|
|
—
|
|
|
|
|
|
|
|
3,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
38,566,295
|
|
|
$
|
5,414,241
|
|
|
$
|
2,255,451
|
|
|
|
|
|
|
$
|
46,235,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & TOTAL EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
$
|
56,806
|
|
|
$
|
22,290
|
|
|
$
|
603,378
|
|
|
|
c.
|
|
|
$
|
682,474
|
|
|
Income tax payable
|
|
|
—
|
|
|
|
53,932
|
|
|
|
—
|
|
|
|
|
|
|
|
53,932
|
|
|
Accounts payable & accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
|
1,170,021
|
|
|
|
365,977
|
|
|
|
—
|
|
|
|
|
|
|
|
1,535,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,226,827
|
|
|
|
442,199
|
|
|
|
603,378
|
|
|
|
|
|
|
|
2,272,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
3,858,966
|
|
|
|
2,532,089
|
|
|
|
3,396,622
|
|
|
|
|
|
|
|
9,787,677
|
|
|
Deferred income tax
|
|
|
1,599,806
|
|
|
|
552,322
|
|
|
|
—
|
|
|
|
|
|
|
|
2,152,128
|
|
|
Employee benefits
|
|
|
10,993
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
10,993
|
|
|
Long-term debt
|
|
|
6,978,619
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
6,978,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
13,675,211
|
|
|
|
3,526,610
|
|
|
|
4,000,000
|
|
|
|
|
|
|
|
21,201,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
7,767,276
|
|
|
|
586,383
|
|
|
|
(586,383
|
)
|
|
|
|
|
|
|
7,767,276
|
|
|
Capital reserves
|
|
|
1,075,002
|
|
|
|
1,063,965
|
|
|
|
(1,063,965
|
)
|
|
|
|
|
|
|
1,075,002
|
|
|
Other comprehensive income
|
|
|
560,006
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
560,006
|
|
|
Retained earnings
|
|
|
13,661,250
|
|
|
|
237,283
|
|
|
|
(237,283
|
)
|
|
|
|
|
|
|
13,661,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity of controlling interest
|
|
|
23,063,534
|
|
|
|
1,887,631
|
|
|
|
(1,887,631
|
)
|
|
|
|
|
|
|
23,063,534
|
|
|
Non-controlling interest
|
|
|
1,827,550
|
|
|
|
—
|
|
|
|
143,082
|
|
|
|
e.
|
|
|
|
1,970,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
24,891,084
|
|
|
|
1,887,631
|
|
|
|
(1,744,549
|
)
|
|
|
|
|
|
|
25,034,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & EQUITY
|
|
$
|
38,566,295
|
|
|
$
|
5,414,241
|
|
|
$
|
2,255,451
|
|
|
|
|
|
|
$
|
46,235,987
|
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
CONDENSED
PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD ENDING JUNE 30
th
, 2017
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Pro Forma Adjustments
|
|
Note 2
|
|
ASUR Pro Forma
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aeronautical services
|
|
$
|
2,855,252
|
|
|
$
|
802,098
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
3,657,350
|
|
|
Non-aeronautical services
|
|
|
2,022,202
|
|
|
|
221,039
|
|
|
|
—
|
|
|
|
|
|
|
|
2,243,241
|
|
|
Construction services
|
|
|
534,591
|
|
|
|
1,242,877
|
|
|
|
—
|
|
|
|
|
|
|
|
1,777,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
5,412,045
|
|
|
|
2,266,014
|
|
|
|
—
|
|
|
|
|
|
|
|
7,678,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING COSTS & EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of aeronautical and non-aeronautical services
|
|
|
819,441
|
|
|
|
42,604
|
|
|
|
—
|
|
|
|
|
|
|
|
862,045
|
|
|
Cost of construction services
|
|
|
534,591
|
|
|
|
718,120
|
|
|
|
—
|
|
|
|
|
|
|
|
1,252,711
|
|
|
Administrative expenses
|
|
|
812,343
|
|
|
|
801,579
|
|
|
|
—
|
|
|
|
|
|
|
|
1,613,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs & expenses
|
|
|
2,166,375
|
|
|
|
1,562,303
|
|
|
|
—
|
|
|
|
|
|
|
|
3,728,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
3,245,670
|
|
|
|
703,711
|
|
|
|
—
|
|
|
|
|
|
|
|
3,949,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests receivable
|
|
|
—
|
|
|
|
8,989
|
|
|
|
—
|
|
|
|
|
|
|
|
8,989
|
|
|
Interests payable
|
|
|
(1,570
|
)
|
|
|
(124,683
|
)
|
|
|
(174,075
|
)
|
|
|
f.
|
|
|
|
(300,328
|
)
|
|
Exchange-rate profit
|
|
|
—
|
|
|
|
3,731
|
|
|
|
—
|
|
|
|
|
|
|
|
3,731
|
|
|
Exchange-rate loss
|
|
|
—
|
|
|
|
(13,278
|
)
|
|
|
—
|
|
|
|
|
|
|
|
(13,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,570
|
)
|
|
|
(125,241
|
)
|
|
|
(174,075
|
)
|
|
|
|
|
|
|
(300,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in joint-venture profits accounted for using equity method
|
|
|
112,345
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
112,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes
|
|
|
3,356,445
|
|
|
|
578,470
|
|
|
|
(174,075
|
)
|
|
|
|
|
|
|
3,760,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on profits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset tax
|
|
|
466
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
466
|
|
|
Income tax
|
|
|
865,273
|
|
|
|
206,016
|
|
|
|
—
|
|
|
|
|
|
|
|
1,071,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
$
|
2,490,706
|
|
|
$
|
372,454
|
|
|
($
|
174,075
|
)
|
|
|
|
|
|
$
|
2,689,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings from the period to be reclassified subsequently as income
|
|
|
—
|
|
|
|
128,456
|
|
|
|
—
|
|
|
|
|
|
|
|
128,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
19,428
|
|
|
|
—
|
|
|
|
28,232
|
|
|
|
g.
|
|
|
|
47,660
|
|
|
Controlling interest
|
|
$
|
2,471,278
|
|
|
$
|
372,454
|
|
|
($
|
202,307
|
)
|
|
|
g.
|
|
|
$
|
2,641,425
|
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
CONDENSED
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31
st
, 2016
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Pro Forma Adjustments
|
|
Note 2
|
|
ASUR Pro Forma
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
3,497,635
|
|
|
$
|
88,740
|
|
|
($
|
215,456
|
)
|
|
a. b.
|
|
$
|
3,370,919
|
|
|
Accounts receivable - net
|
|
|
464,872
|
|
|
|
102,580
|
|
|
|
—
|
|
|
|
|
|
567,452
|
|
|
Income tax refundable
|
|
|
111,738
|
|
|
|
61,348
|
|
|
|
—
|
|
|
|
|
|
173,086
|
|
|
Inventories
|
|
|
24,392
|
|
|
|
3
|
|
|
|
—
|
|
|
|
|
|
24,395
|
|
|
Other assets
|
|
|
134,381
|
|
|
|
854
|
|
|
|
—
|
|
|
|
|
|
135,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,233,018
|
|
|
|
253,525
|
|
|
|
-215,456
|
|
|
|
|
|
4,271,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, furniture & equipment - net
|
|
|
323,099
|
|
|
|
3,921
|
|
|
|
—
|
|
|
|
|
|
327,020
|
|
|
Intangible assets, airport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
concessions - net
|
|
|
20,284,126
|
|
|
|
6,248,321
|
|
|
|
—
|
|
|
|
|
|
26,532,447
|
|
|
Accounts receivable in joint venture
|
|
|
1,886,546
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,886,546
|
|
|
Investments in joint venture accounted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for using equity method
|
|
|
2,489,302
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,489,302
|
|
|
Goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
2,718,701
|
|
|
d.
|
|
|
2,718,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
29,216,091
|
|
|
$
|
6,505,767
|
|
|
$
|
2,503,245
|
|
|
|
|
$
|
38,225,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & TOTAL EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
$
|
58,336
|
|
|
$
|
—
|
|
|
$
|
603,378
|
|
|
c.
|
|
$
|
661,714
|
|
|
Income tax payable
|
|
|
59,613
|
|
|
|
30,077
|
|
|
|
—
|
|
|
|
|
|
89,690
|
|
|
Accounts payable & accumulated expenses
|
|
|
475,234
|
|
|
|
353,383
|
|
|
|
—
|
|
|
|
|
|
828,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
593,183
|
|
|
|
383,460
|
|
|
|
603,378
|
|
|
|
|
|
1,580,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
4,402,440
|
|
|
|
2,701,427
|
|
|
|
3,396,622
|
|
|
|
|
|
10,500,489
|
|
|
Deferred income tax
|
|
|
1,456,020
|
|
|
|
1,801,366
|
|
|
|
—
|
|
|
|
|
|
3,257,386
|
|
|
Employee benefits
|
|
|
10,494
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
10,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
6,462,137
|
|
|
|
4,886,253
|
|
|
|
4,000,000
|
|
|
|
|
|
15,348,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
7,767,276
|
|
|
|
526,301
|
|
|
|
(526,301
|
)
|
|
|
|
|
7,767,276
|
|
|
Capital reserves
|
|
|
5,938,387
|
|
|
|
65,635
|
|
|
|
(65,635
|
)
|
|
|
|
|
5,938,387
|
|
|
Other comprehensive income
|
|
|
893,132
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
893,132
|
|
|
Retained earnings
|
|
|
8,155,159
|
|
|
|
1,027,578
|
|
|
|
(1,027,578
|
)
|
|
|
|
|
8,155,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity of controlling interest
|
|
|
22,753,954
|
|
|
|
1,619,514
|
|
|
|
(1,619,514
|
)
|
|
|
|
|
22,753,954
|
|
|
Non-controlling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
122,759
|
|
|
e.
|
|
|
122,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
22,753,954
|
|
|
|
1,619,514
|
|
|
|
(1,496,755
|
)
|
|
|
|
|
22,876,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & EQUITY
|
|
$
|
29,216,091
|
|
|
$
|
6,505,767
|
|
|
$
|
2,503,245
|
|
|
|
|
$
|
38,225,103
|
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
CONDENSED
PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDING DECEMBER 31
st
, 2016
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Pro Forma Adjustments
|
|
Note 2
|
|
ASUR Pro Forma
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aeronautical services
|
|
$
|
4,532,194
|
|
|
$
|
1,055,677
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
5,587,871
|
|
|
Non-aeronautical services
|
|
|
3,104,343
|
|
|
|
339,297
|
|
|
|
—
|
|
|
|
|
|
|
|
3,443,640
|
|
|
Construction services
|
|
|
2,116,954
|
|
|
|
2,061,012
|
|
|
|
—
|
|
|
|
|
|
|
|
4,177,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
9,753,491
|
|
|
|
3,455,986
|
|
|
|
—
|
|
|
|
|
|
|
|
13,209,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING COSTS & EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of aeronautical and non-aeronautical services
|
|
|
2,499,095
|
|
|
|
407,769
|
|
|
|
—
|
|
|
|
|
|
|
|
2,906,864
|
|
|
Cost of construction services
|
|
|
2,116,954
|
|
|
|
1,904,743
|
|
|
|
—
|
|
|
|
|
|
|
|
4,021,697
|
|
|
Administrative expenses
|
|
|
204,843
|
|
|
|
142,502
|
|
|
|
—
|
|
|
|
|
|
|
|
347,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs & expenses
|
|
|
4,820,892
|
|
|
|
2,455,014
|
|
|
|
—
|
|
|
|
|
|
|
|
7,275,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
4,932,599
|
|
|
|
1,000,972
|
|
|
|
—
|
|
|
|
|
|
|
|
5,933,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests receivable
|
|
|
184,569
|
|
|
|
604
|
|
|
|
—
|
|
|
|
|
|
|
|
185,173
|
|
|
Interests payable
|
|
|
(126,186
|
)
|
|
|
(166,616
|
)
|
|
|
(342,418
|
)
|
|
|
f.
|
|
|
|
(635,220
|
)
|
|
Exchange-rate profit
|
|
|
738,648
|
|
|
|
139
|
|
|
|
—
|
|
|
|
|
|
|
|
738,787
|
|
|
Exchange-rate loss
|
|
|
(842,500
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
(842,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45,469
|
)
|
|
|
(165,873
|
)
|
|
|
(342,418
|
)
|
|
|
|
|
|
|
(553,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in joint-venture profits accounted for using equity method
|
|
|
144,248
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
144,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes
|
|
|
5,031,378
|
|
|
|
835,099
|
|
|
|
(342,418
|
)
|
|
|
|
|
|
|
5,524,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on profits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset tax
|
|
|
932
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
932
|
|
|
Income tax
|
|
|
1,401,184
|
|
|
|
6,817
|
|
|
|
—
|
|
|
|
|
|
|
|
1,408,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
$
|
3,629,262
|
|
|
$
|
828,282
|
|
|
($
|
342,418
|
)
|
|
|
|
|
|
$
|
4,115,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings from the period to be reclassified subsequently as income
|
|
|
—
|
|
|
|
(71,872
|
)
|
|
|
—
|
|
|
|
|
|
|
|
(71,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
($41,553
|
)
|
|
|
g.
|
|
|
|
($41,553
|
)
|
|
Controlling interest
|
|
$
|
3,629,262
|
|
|
$
|
828,282
|
|
|
|
(300,865
|
)
|
|
|
g.
|
|
|
|
4,158,679
|
|
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
|
|
6.
|
COMMENTS
AND ANALYSIS OF COMPANY MANAGEMENT REGARDING ISSUER’S OPERATING RESULTS AND FINANCIAL
POSITION
|
The
information and comments contained in this section are intended to facilitate the analysis and comprehension of the pro forma
consolidated financial information of ASUR for the periods mentioned below.
The
pro forma consolidated financial information included in this Information Bulletin is intended for illustrative purposes only.
It does not reflect the actual operating results that would have been recorded had the Transaction been carried out on the supposed
dates, and it is not intended to project the future operating results or financial position of ASUR. ASUR’s pro forma consolidated
financial information included in this Information Bulletin should be read in conjunction with ASUR’s historical financial
statements, the notes attached thereto, and the additional pro forma consolidated financial information included in this Information
Bulletin.
For
more detailed information regarding ASUR’s financial statements, please refer to the company’s Annual Report, which
is available for consultation on the following websites:
www.bmv.com.mx
,
www.gob.mx/cnbv
,
and
www.asur.com.mx
.
Total
Revenues
Pro
forma consolidated total revenues for the six-month period ending June 30
th
, 2017, and for the year ending December
31
st
, 2016, were $7,678,059 thousand pesos and $13,209,477 thousand pesos, respectively. The Acquisition contributes
approximately 26.2% and 29.5% of total revenues for each of the periods, respectively, while the Issuer contributes the remainder.
Operating
Profit
Pro
forma consolidated operating profit for the six-month period ending June 30
th
, 2017, and for the year ending December
31
st
, 2016, was $3,949,381 thousand pesos and $5,933,571 thousand pesos, respectively, representing a gross margin
of approximately 16.9% and 17.8%, respectively.
Net
Income for the Period
Pro
forma consolidated net income for the six-month period ending June 30
th
, 2017, and for the year ending December 31
st
,
2016, was $2,689,085 thousand pesos and $4,115,126 thousand pesos, respectively.
|
|
b)
|
FINANCIAL
SITUATION, LIQUIDITY AND CAPITAL RESOURCES
|
Cash
and Cash Equivalents
The
pro forma consolidated cash and cash equivalents account had a balance as of June 30
th
, 2017 and December 31
st
,
2016, of $3,178,230 thousand pesos and $3,370,919 thousand pesos, respectively. This balance is lower than the balance that appears
in the financial statements of ASUR due to the funding of the Transaction.
Total
Assets
Pro
forma consolidated total assets were $46,235,987 thousand pesos as of June 30
th
, 2017, and $38,225,103 thousand pesos
as of December 31
st
, 2016. The increase is due principally to the intangible assets constituted by the Colombian airport
concessions, which represent the rights to operate and maintain the infrastructure in question. The increase is of $6,968 million
pesos as of June 30
th
, 2017, and $8,967 million pesos as of December 31
st
, 2017.
Total
Liabilities
Pro
forma consolidated total liabilities were $21,201,821 thousand pesos as of June 30
th
, 2017, and $15,348,390
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
thousand
pesos as of December 31
st
, 2016. The increase is due principally to the liabilities assumed in the acquisition of businesses
at book value of $3,526 million pesos as of June 30
th
and $4,886 million pesos as of December 31
st
, in addition
to the liability incurred in the amount of $4,000 million pesos to finance the Transaction.
Total
Equity
Pro
forma consolidated total equity was $25,034,166 thousand pesos as of June 30
th
, 2017, and $22,876,713 thousand pesos
as of December 31
st
, 2016, due to a slight increase in the non-controlling interest.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
Pursuant
to the Mexican Stock Market Law and the general provisions applicable to the issuers of securities and other participants in the
stock market, as amended from time to time, ASUR presents regular reports to the National Banking and Securities Commission, the
Mexican Stock Market and the general public.
ASUR’s
investors may review any of the materials presented to the Mexican Stock Market through the website
www.bmv.com.mx
.
This page is not designed as an active link to the ASUR website. The information displayed on the ASUR website is not and shall
not be considered as official for the purposes of this Information Bulletin.
The
Issuer will provide copies of this document to any investor capable of providing evidence of that capacity under the applicable
legislation, and who submits a request for said information to Adolfo Castro Rivas, Chief Executive Officer of the Issuer, who
is the person in charge of investor relations and may be contacted at the Issuer’s offices located at Bosque de Alisos No.
47-A Piso 4, Colonia Bosques de las Lomas, 05120, Ciudad de México, Mexico, by telephone on 52-84-04-08, or by e-mail:
acastro@asur.com.mx
. The electronic version of this Information Bulletin may be consulted
on any one of the following internet websites
www.bmv.com.mx
,
www.gob.mx/cnbv
,
and
www.asur.com.mx
.
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
We,
the undersigned, hereby state under oath that within the scope of our respective duties, we have prepared the information relating
to Grupo Aeroportuario del Sureste, S.A.B. de C.V. contained in this Information Bulletin, which reasonably reflects, to the best
of our knowledge, the situation of said company. We also state that we have no knowledge of any relevant information that has
been omitted or falsified in this Information Bulletin, or of any information contained herein that might mislead investors.
Sincerely,
/s/
Adolfo Castro Rivas
Adolfo
Castro Rivas
Chief
Executive Officer
/s/
Adolfo Castro Rivas
Adolfo
Castro Rivas
Chief
Financial and Strategic Planning Officer
/s/
Claudio Góngora
Morales
Claudio
Góngora Morales
Chief
Legal Counsel
Grupo
Aeroportuario del Sureste – Colombia
Bulletin
– Company Restructuring
Airplan
|
|
a)
|
Assurance
Report from ASUR’s Independent Auditor regarding the compilation of the Condensed
Pro Forma Consolidated Financial Information
|
|
|
b)
|
Condensed
Pro Forma Consolidated Financial Information
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V. and subsidiaries
Pro Forma Condensed Financial
Information
June 30, 2017 and December
31, 2016
The pro forma
unaudited consolidated financial statements attached hereto were prepared to comply with local Mexican laws. Such financial statements
were not audited under Public Company Accounting Oversight Board standards or IFRS.
Grupo Aeroportuario
del Sureste, S. A. B. de C. V. and subsidiaries
Index
June
30, 2017 and December 31, 2016
|
Contents
|
|
Page
|
|
Independent Auditors Report
|
|
|
1
to 3
|
|
|
Pro forma condensed consolidated financial
information:
|
|
|
|
|
|
Statement of financial position at June 30, 2017
|
|
|
4
|
|
|
Statement of comprehensive income for the six-month
period ended on
|
|
|
|
|
|
June 30, 2017
|
|
|
5
|
|
|
Statement of financial position at December 31, 2016
|
|
|
6
|
|
|
Statement of comprehensive income for the year
ended on
|
|
|
|
|
|
December 31, 2016
|
|
|
7
|
|
|
Notes to the pro forma condensed consolidated
financial information
|
|
|
8
to 13
|
|
The pro forma
unaudited consolidated financial statements attached hereto were prepared to comply with local Mexican laws. Such financial statements
were not audited under Public Company Accounting Oversight Board standards or IFRS.
Assurance report
on the compilation of Pro Forma Financial Information included in an Informative Booklet
Mexico City, October
19, 2017
To the Stockholders
of
Grupo Aeroportuario
del Sureste, S. A. B. de C. V. and subsidiaries
We have concluded
our work on the compilation of pro forma condensed consolidated financial information of Grupo Aeroportuario del Sureste, S. A.
B. de C. V. and subsidiaries (the “Company”) prepared by and under the responsibility of the Company’s Management.
Said pro forma condensed consolidated financial information consists of the pro forma condensed consolidated statements of financial
position at June 30, 2017 and December 31, 2016, and the pro forma condensed consolidated statements of income for the six-month
period ended on June 30, 2017 and for the year ended on December 31, 2016, as well as the related notes, which are included in
the section on “Selected Financial Information” of the Statement of Corporate Restructuring Information (the “Informative
Booklet”) to be submitted to the National Banking and Securities Commission in Mexico (CNBV). The assumptions and criteria
applied by Company Management in gathering the pro forma condensed consolidated financial information are described in the General
Provisions applicable to Issuers of Securities and other Participants in the Securities Market (the “Sole Circular of Issuers”
or “Circular Única by its acronym in spanish”), described in Note 2.
The pro forma condensed
consolidated financial information was gathered by Company Management to show the effects of the operation described in the Informative
Booklet and in Note 1 to the pro forma condensed consolidated financial information, in the Company's condensed consolidated statements
of financial position at June 30, 2017 and at December 31, 2016, and in the condensed consolidated statements of income for the
six-month period ended on June 30, 2017 and for the year ended on December 31, 2016, respectively, assuming that said operation
took place on the dates mentioned before. The Company’s financial information that served as the basis to gather the pro
forma condensed consolidated financial information was obtained by Company Management from its unaudited condensed interim consolidated
financial statements at June 30, 2017, as well as from its audited consolidated financial statements at December 31, 2016, prepared
in accordance with International Accounting Standard 34 “Interim financial information” and the International Financial
Reporting Standards (IFRS), respectively.
For the purpose
of this engagement, we are not responsible for updating or reissuing reports or opinions on historical financial information used
to gather pro forma condensed consolidated financial information, nor do we, in the course of this engagement, conduct an audit
or review of the historical information used to gather the pro forma condensed consolidated financial information.
Management’s
responsibility for the pro forma condensed consolidated financial information
Company Management
is responsible for gathering pro forma condensed consolidated financial information in accordance with the assumptions and criteria
described in Note 2.
Auditor’s
responsibility
Our responsibility
consists of expressing an opinion, based on our assurance work, as required by the Appendix P ‘Instructions for the preparation
of information in case of corporate’s restructuring of the Sole Circular of Issuers, on whether the aforementioned pro forma
consolidated condensed financial information has been gathered, in all material respects, in accordance with the provisions and
criteria established by Company Management.
We conducted our
work on the basis of International Standard on Assurance Engagements 3420 “Assurance Reports on the process to Compile Pro
Forma Financial Information Included in a Prospectus”, issued by the International Auditing and Assurance Standards Board.
That standard requires the independent public accountants to comply with ethical requirements, and to plan and develop procedures
to obtain reasonable certainty about whether the Company’s Management has gathered, in all significant aspects, the pro
forma condensed consolidated financial information and the criteria established by the Company’s Management.
The purpose behind
the pro forma condensed consolidated financial information included in the Informative Booklet is solely to show the effects of
a significant event or transaction on the Company’s historical financial information, as though the event had occurred or
a transaction had been conducted on a previous date, determined for those purposes. Therefore, we offer no assurance that the
actual results of the event or transaction at June 30, 2017 and December 31, 2016 and for the six-month period ended on June 30,
2017 and for the year ended December 31, 2016 were the same as those presented.
An assurance engagement
to report whether pro forma financial information has been gathered, in all material respects, on the basis of the applicable
assumptions and criteria involves applying procedures to determine if the assumptions and criteria applied by Company Management
provide a reasonable basis to present the significant effects attributable to an event or a transaction, as though it had been
conducted at a previous date, to obtain sufficient and proper information on whether:
• The effects
of the pro forma adjustments were conducted in accordance with the established assumptions and criteria; and
• The pro forma
condensed consolidated financial information reflects the proper application of adjustments to the financial information.
The selected procedures
depend on the auditors’ judgment, taking into account the auditors’ understanding of the Company’s nature, the
event or transaction on which pro forma condensed consolidated financial information has been gathered, and other relevant circumstances.
Our work also included
an evaluation of the general presentation of the pro forma condensed consolidated financial information.
We consider that
the evidence obtained provides a sufficient and proper basis to support our opinion.
Opinion
In our opinion,
the pro forma condensed consolidated financial information of Grupo Aeroportuario del Sureste, S. A. B. de C. V. and subsidiaries
at June 30, 2017 and for the six-month period ended on that date, as well as at December 31, 2016 and for the year then ended,
has been gathered, in all material respects, in accordance with the assumptions and criteria described in Note 2.
PricewaterhouseCoopers,
S. C.
C.P.C. Antonio Nivón
Trejo
Audit Partner
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Pro forma condensed consolidated
statement of financial position
at
June 30, 2017
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Adjustments Pro Forma
|
|
Note 2
|
|
ASUR Pro Forma
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,829,843
|
|
|
$
|
33,157
|
|
|
$
|
315,230
|
|
|
a. b.
|
|
$
|
3,178,230
|
|
|
Accounts receivable - net
|
|
|
376,443
|
|
|
|
345,614
|
|
|
|
—
|
|
|
|
|
|
722,057
|
|
|
Recoverable income taxes
|
|
|
1,526,506
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,526,506
|
|
|
Other assets
|
|
|
—
|
|
|
|
399
|
|
|
|
—
|
|
|
|
|
|
399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,732,792
|
|
|
|
379,170
|
|
|
|
315,230
|
|
|
|
|
|
5,427,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, furniture and equipment - Net
|
|
|
440,044
|
|
|
|
3,454
|
|
|
|
—
|
|
|
|
|
|
443,498
|
|
|
Intangible assets, airport concessions - Net
|
|
|
33,139,682
|
|
|
|
5,027,619
|
|
|
|
—
|
|
|
|
|
|
38,167,301
|
|
|
Goodwill
|
|
|
253,777
|
|
|
|
—
|
|
|
|
1,940,221
|
|
|
d.
|
|
|
2,193,998
|
|
|
Other non-current assets
|
|
|
—
|
|
|
|
3,998
|
|
|
|
—
|
|
|
|
|
|
3,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
38,566,295
|
|
|
$
|
5,414,241
|
|
|
$
|
2,255,451
|
|
|
|
|
$
|
46,235,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
$
|
56,806
|
|
|
$
|
22,290
|
|
|
$
|
603,378
|
|
|
c.
|
|
$
|
682,474
|
|
|
Income taxes payable
|
|
|
—
|
|
|
|
53,932
|
|
|
|
—
|
|
|
|
|
|
53,932
|
|
|
Accounts payable and accrued expenses
|
|
|
1,170,021
|
|
|
|
365,977
|
|
|
|
—
|
|
|
|
|
|
1,535,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,226,827
|
|
|
|
442,199
|
|
|
|
603,378
|
|
|
|
|
|
2,272,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
3,858,966
|
|
|
|
2,532,089
|
|
|
|
3,396,622
|
|
|
|
|
|
9,787,677
|
|
|
Deferred income tax
|
|
|
1,599,806
|
|
|
|
552,322
|
|
|
|
—
|
|
|
|
|
|
2,152,128
|
|
|
Employee benefits
|
|
|
10,993
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
10,993
|
|
|
Other non-current liabilities
|
|
|
6,978,619
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
6,978,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
13,675,211
|
|
|
|
3,526,610
|
|
|
|
4,000,000
|
|
|
|
|
|
21,201,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
7,767,276
|
|
|
|
586,383
|
|
|
|
(586,383
|
)
|
|
|
|
|
7,767,276
|
|
|
Capital reserves
|
|
|
1,075,002
|
|
|
|
1,063,965
|
|
|
|
(1,063,965
|
)
|
|
|
|
|
1,075,002
|
|
|
Other comprehensive income
|
|
|
560,006
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
560,006
|
|
|
Retained earnings
|
|
|
13,661,250
|
|
|
|
237,283
|
|
|
|
(237,283
|
)
|
|
|
|
|
13,661,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity of controlling interest
|
|
|
23,063,534
|
|
|
|
1,887,631
|
|
|
|
(1,887,631
|
)
|
|
|
|
|
23,063,534
|
|
|
Non-controlling interest
|
|
|
1,827,550
|
|
|
|
—
|
|
|
|
143,082
|
|
|
e.
|
|
|
1,970,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
24,891,084
|
|
|
|
1,887,631
|
|
|
|
(1,744,549
|
)
|
|
|
|
|
25,034,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
38,566,295
|
|
|
$
|
5,414,241
|
|
|
$
|
2,255,451
|
|
|
|
|
$
|
46,235,987
|
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Pro forma condensed consolidated
of comprehensive income for the
six-month period ended
on June 30, 2017
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Adjustments Pro Forma
|
|
Note 2
|
|
ASUR Pro Forma
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aeronautical services
|
|
$
|
2,855,252
|
|
|
$
|
802,098
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
3,657,350
|
|
|
Non-aeronautical services
|
|
|
2,022,202
|
|
|
|
221,039
|
|
|
|
—
|
|
|
|
|
|
|
|
2,243,241
|
|
|
Construction services
|
|
|
534,591
|
|
|
|
1,242,877
|
|
|
|
—
|
|
|
|
|
|
|
|
1,777,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
5,412,045
|
|
|
|
2,266,014
|
|
|
|
—
|
|
|
|
|
|
|
|
7,678,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of aeronautical and non-aeronautical services
|
|
|
819,441
|
|
|
|
42,604
|
|
|
|
—
|
|
|
|
|
|
|
|
862,045
|
|
|
Cost of construction services
|
|
|
534,591
|
|
|
|
718,120
|
|
|
|
—
|
|
|
|
|
|
|
|
1,252,711
|
|
|
Administrative expenses
|
|
|
812,343
|
|
|
|
801,579
|
|
|
|
—
|
|
|
|
|
|
|
|
1,613,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses
|
|
|
2,166,375
|
|
|
|
1,562,303
|
|
|
|
—
|
|
|
|
|
|
|
|
3,728,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
3,245,670
|
|
|
|
703,711
|
|
|
|
—
|
|
|
|
|
|
|
|
3,949,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
—
|
|
|
|
8,989
|
|
|
|
—
|
|
|
|
|
|
|
|
8,989
|
|
|
Interest expense
|
|
|
(1,570
|
)
|
|
|
(124,683
|
)
|
|
|
(174,075
|
)
|
|
|
f.
|
|
|
|
(300,328
|
)
|
|
Exchange gain
|
|
|
—
|
|
|
|
3,731
|
|
|
|
—
|
|
|
|
|
|
|
|
3,731
|
|
|
Exchange loss
|
|
|
—
|
|
|
|
(13,278
|
)
|
|
|
—
|
|
|
|
|
|
|
|
(13,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,570
|
)
|
|
|
(125,241
|
)
|
|
|
(174,075
|
)
|
|
|
|
|
|
|
(300,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in results of joint venture accounted for under the equity method
|
|
|
112,345
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
112,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income taxes
|
|
|
3,356,445
|
|
|
|
578,470
|
|
|
|
(174,075
|
)
|
|
|
|
|
|
|
3,760,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset tax
|
|
|
466
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
466
|
|
|
Income tax
|
|
|
865,273
|
|
|
|
206,016
|
|
|
|
—
|
|
|
|
|
|
|
|
1,071,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
$
|
2,490,706
|
|
|
$
|
372,454
|
|
|
($
|
174,075
|
)
|
|
|
|
|
|
$
|
2,689,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) for the period that can be subsequently reclassified to income
|
|
|
—
|
|
|
|
128,456
|
|
|
|
—
|
|
|
|
|
|
|
|
128,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
19,428
|
|
|
|
|
|
|
|
28,232
|
|
|
|
g.
|
|
|
|
47,660
|
|
|
Controlling interest
|
|
$
|
2,471,278
|
|
|
$
|
372,454
|
|
|
($
|
202,307
|
)
|
|
|
g.
|
|
|
|
2,641,425
|
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Pro
forma condensed consolidated statement of financial position at December 31, 2016
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Adjustments Pro Forma
|
|
Note 2
|
|
ASUR Pro Forma
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3,497,635
|
|
|
$
|
88,740
|
|
|
($
|
215,456
|
)
|
|
a. b.
|
|
$
|
3,370,919
|
|
|
Accounts receivable - net
|
|
|
464,872
|
|
|
|
102,580
|
|
|
|
—
|
|
|
|
|
|
567,452
|
|
|
Recoverable income taxes
|
|
|
111,738
|
|
|
|
61,348
|
|
|
|
—
|
|
|
|
|
|
173,086
|
|
|
Inventories
|
|
|
24,392
|
|
|
|
3
|
|
|
|
—
|
|
|
|
|
|
24,395
|
|
|
Other assets
|
|
|
134,381
|
|
|
|
854
|
|
|
|
—
|
|
|
|
|
|
135,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,233,018
|
|
|
|
253,525
|
|
|
|
(215,456
|
)
|
|
|
|
|
4,271,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, furniture and equipment - Net
|
|
|
323,099
|
|
|
|
3,921
|
|
|
|
—
|
|
|
|
|
|
327,020
|
|
|
Intangible assets, airport concessions - Net
|
|
|
20,284,126
|
|
|
|
6,248,321
|
|
|
|
—
|
|
|
|
|
|
26,532,447
|
|
|
Accounts receivable of joint venture
|
|
|
1,886,546
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,886,546
|
|
|
Investment in joint venture accounted for by the equity method
|
|
|
2,489,302
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,489,302
|
|
|
Goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
2,718,701
|
|
|
d.
|
|
|
2,718,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
29,216,091
|
|
|
$
|
6,505,767
|
|
|
$
|
2,503,245
|
|
|
|
|
$
|
38,225,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
$
|
58,336
|
|
|
|
|
|
|
$
|
603,378
|
|
|
c.
|
|
$
|
661,714
|
|
|
Income taxes payable
|
|
|
59,613
|
|
|
|
30,077
|
|
|
|
—
|
|
|
|
|
|
89,690
|
|
|
Accounts payable and accrued expenses
|
|
|
475,234
|
|
|
|
353,383
|
|
|
|
—
|
|
|
|
|
|
828,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
593,183
|
|
|
|
383,460
|
|
|
|
603,378
|
|
|
|
|
|
1,580,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
4,402,440
|
|
|
|
2,701,427
|
|
|
|
3,396,622
|
|
|
|
|
|
10,500,489
|
|
|
Deferred income tax
|
|
|
1,456,020
|
|
|
|
1,801,366
|
|
|
|
—
|
|
|
|
|
|
3,257,386
|
|
|
Employee benefits
|
|
|
10,494
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
10,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
6,462,137
|
|
|
|
4,886,253
|
|
|
|
4,000,000
|
|
|
|
|
|
15,348,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
7,767,276
|
|
|
|
526,301
|
|
|
|
(526,301
|
)
|
|
|
|
|
7,767,276
|
|
|
Capital reserves
|
|
|
5,938,387
|
|
|
|
65,635
|
|
|
|
(65,635
|
)
|
|
|
|
|
5,938,387
|
|
|
Other comprehensive income
|
|
|
893,132
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
893,132
|
|
|
Retained earnings
|
|
|
8,155,159
|
|
|
|
1,027,578
|
|
|
|
(1,027,578
|
)
|
|
|
|
|
8,155,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity of controlling interest
|
|
|
22,753,954
|
|
|
|
1,619,514
|
|
|
|
(1,619,514
|
)
|
|
|
|
|
22,753,954
|
|
|
Non-controlling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
122,759
|
|
|
e.
|
|
|
122,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
22,753,954
|
|
|
|
1,619,514
|
|
|
|
(1,496,755
|
)
|
|
|
|
|
22,876,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
29,216,091
|
|
|
$
|
6,505,767
|
|
|
$
|
2,503,245
|
|
|
|
|
$
|
38,225,103
|
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Pro forma condensed consolidated
statement of comprehensive income
for
the year ended on December 31, 2016
(Figures
in thousands of Mexican pesos)
|
|
|
ASUR
|
|
Airplan
|
|
Adjustments Pro Forma
|
|
Note 2
|
|
ASUR Pro Forma
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aeronautical services
|
|
$
|
4,532,194
|
|
|
$
|
1,055,677
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
5,587,871
|
|
|
Non-aeronautical services
|
|
|
3,104,343
|
|
|
|
339,297
|
|
|
|
—
|
|
|
|
|
|
|
|
3,443,640
|
|
|
Construction services
|
|
|
2,116,954
|
|
|
|
2,061,012
|
|
|
|
—
|
|
|
|
|
|
|
|
4,177,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
9,753,491
|
|
|
|
3,455,986
|
|
|
|
—
|
|
|
|
|
|
|
|
13,209,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of aeronautical and non-aeronautical services
|
|
|
2,499,095
|
|
|
|
407,769
|
|
|
|
—
|
|
|
|
|
|
|
|
2,906,864
|
|
|
Cost of construction services
|
|
|
2,116,954
|
|
|
|
1,904,743
|
|
|
|
—
|
|
|
|
|
|
|
|
4,021,697
|
|
|
Administrative expenses
|
|
|
204,843
|
|
|
|
142,502
|
|
|
|
—
|
|
|
|
|
|
|
|
347,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses
|
|
|
4,820,892
|
|
|
|
2,455,014
|
|
|
|
—
|
|
|
|
|
|
|
|
7,275,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
4,932,599
|
|
|
|
1,000,972
|
|
|
|
—
|
|
|
|
|
|
|
|
5,933,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
184,569
|
|
|
|
604
|
|
|
|
—
|
|
|
|
|
|
|
|
185,173
|
|
|
Interest expense
|
|
|
(126,186
|
)
|
|
|
(166,616
|
)
|
|
|
(342,418
|
)
|
|
|
f.
|
|
|
|
(635,220
|
)
|
|
Exchange gain
|
|
|
738,648
|
|
|
|
139
|
|
|
|
—
|
|
|
|
|
|
|
|
738,787
|
|
|
Exchange loss
|
|
|
(842,500
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
(842,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45,469
|
)
|
|
|
(165,873
|
)
|
|
|
(342,418
|
)
|
|
|
|
|
|
|
(553,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in results of joint venture accounted for by the equity method
|
|
|
144,248
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
144,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income taxes
|
|
|
5,031,378
|
|
|
|
835,099
|
|
|
|
(342,418
|
)
|
|
|
|
|
|
|
5,524,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset tax
|
|
|
932
|
|
|
|
—
|
|
|
|
—
|
|
|
|
932
|
|
|
|
|
|
|
Income tax
|
|
|
1,401,184
|
|
|
|
6,817
|
|
|
|
—
|
|
|
|
|
|
|
|
1,408,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
$
|
3,629,262
|
|
|
$
|
828,282
|
|
|
($
|
342,418
|
)
|
|
|
|
|
|
$
|
4,115,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive results that may subsequently be reclassified to income
|
|
|
|
|
|
|
(71,872
|
)
|
|
|
|
|
|
|
(71,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
—
|
|
|
|
—
|
|
|
$
|
41,553
|
|
|
|
g.
|
|
|
$
|
41,553
|
|
|
Controlling interest
|
|
$
|
3,629,262
|
|
|
$
|
828,282
|
|
|
|
(300,865
|
)
|
|
|
g.
|
|
|
|
4,158,679
|
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
Thousands
of Mexican pesos
Note 1- Background:
Grupo Aeroportuario
del Sureste’s Information
Grupo Aeroportuario
del Sureste, S. A. B. de C. V. (the Company or ASUR), through its subsidiaries, holds different concessions to operate, maintain
and develop nine airports in the southeast of Mexico for a period of 50 years as of November 1, 1998. As the operators of those
airports, they charge airlines, passengers and other users certain fees for the use of airport facilities. They also receive rent
fees and other income from business activities conducted in the airports that they operate, such as leases of areas for restaurants
and other businesses. ASUR concessions include a concession to operate the Cancun International Airport, which has recently become
one of the busiest airports in Mexico in terms of passenger traffic, and the busiest in terms of international passengers under
regular services, as determined by the General Civil Aeronautics Office, the Mexican federal body overseeing aviation matters.
They also hold concessions to operate the Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and
Villahermosa airports.
Additionally, ASUR
indirectly holds 60.0% interest in Aerostar Airport Holdings, LLC (Aerostar) through its Cancun Airport subsidiary. Aerostar holds
a lease agreement to operate, maintain and develop the Luis Muñoz Marín Airport in San Juan, Puerto Rico, for a
forty-year period, starting on February 27, 2013.
Sociedad Operadora
de Aeropuertos de Centro Norte, S. A. (Airplan)’s Information
Airplan was incorporated
in 2008 as a licensee to hold and manage, operate, commercially exploit, adapt, modernize and provide maintenance to the airport
terminals specified later on herein, as established in concession agreement no. 8000011OK dated March 13, 2008. In complying with
the terms of the concession, Airplan and Fiduciaria Bancolombia set up a trust to manage the financial flows arising from the
concession, including those in relation to debt contracts. Additionally, in general terms, as established in the concession, Airplan
is required to sign a technical advice and assistance agreement with an entity specializing in airport operations. The agreement
currently in place was signed with Capital Airports Holding Company.
Airplan is the second
largest airport licensee in Colombia with 10.4 million passengers in 2016. Airplan offers airport services under a concession
granted by the Colombian authorities to operate the airports of Central-northern Colombia: the Enrique Olaya Herrera Airport and
the José María Córdova International Airport in Medellín, the Los Garzones Airport in Montería,
the Antonio Roldán Betancourt Airport in Carepa, the Caraño Airport in Quibdó and the Las Brujas Airport
in Corozal. Airplan’s concession was granted in 2008 and is for a variable term, which is based on a minimum term at 2031
and with final expiration in 2048. Expiration depends on the amount of income generated by the airports. Airplan’s concession
includes operating, commercially exploiting, modernizing and maintaining its six airports, including the landing strips.
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
Description of
the Operations
Following up on
(i) the relevant events published on April 10 and 11 and October 12, 2017, and (ii) the information contained on ASUR’s
annual report published on April 28, 2017, in which, among others, the shareholders of ASUR and the Public Investment were informed
that, through its subsidiary Aeropuerto de Cancún, S. A. of C. V., ASUR had reached a series of agreements with the respective
shareholders of Sociedad Operadora de Aeropuertos de Centro Norte, S. A. (“Airplan”) and Aeropuertos de Oriente, S.
A. S. (“Oriente”), to acquire a controlling interest of approximately 92.42% of the share capital of Airplan and 97.26%
of the share capital of Oriente for an aggregate amount of approximately $4,896.8 million pesos (USD 262 million dollars at the
exchange rate published on April 10, 2017 by $18.69 pesos), subject to certain price adjustments and in accordance with a series
of contracts with the respective shareholders of Airplan and Oriente, including debt, as reported on October 12, 2017 by publishing
a relevant event:
1. On
October 12
th
, ASUR received the necessary approvals from the Colombian regulatory authorities to conclude the acquisition
of the stake in Airplan (the “Acquisition” or the “Transaction”).
Airplan
holds concession to operate the following airports in Colombia: Enrique Olaya Herrera Airport, José María Córdova
International Airport in Medellín, Los Garzones Airport in Monteria, Antonio Roldan Betancourt Airport in Carepa, El Caraño
Airport in Quibdo and Las Brujas Airport in Corozal.
2. Not
all the necessary regulatory approvals have yet been receive to conclude the acquisition of Oriente.
In light
of pending regulatory approvals for the acquisition of Oriente, the sellers and ASUR have agreed to perform commercially reasonable
efforts to obtain the pending regulatory approvals and, if successful, to negotiate in good faith an adjust to the purchase price.
Oriente
holds concessions to operate the following airports in Colombia: Simón Bolívar International Airport in Santa Marta,
Almirante Padilla Airport in Riohacha, Alfonso López Pumarejo Airport in Valledupar, Camilo Daza International Airport
in Cúcuta, Palonegro International Airport in Bucaramanga and Yariguíes Airport in Barrancabermeja. If it is possible
to conclude the acquisition, ASUR will hold approximately 97.26% of the capital stock of Oriente.
In the
event that (i) the requiring regulatory approvals for the acquisition of Oriente are obtained, (ii) the sellers and ASUR reach
an agreement regarding the purchase price, and (iii) the acquisition of Oriente is concluded, ASUR will issue the relevant information
to its stockholders and the general public in compliance with its reporting obligation under the applicable legal provision.
In consideration
of the foregoing, this Financial Information Pro forma refers only to the consummation of the Acquisition of Airplan. As all the
necessary authorizations for the consummation of Airplan Acquisition had been obtained and all the conditions to which the Transaction
had been subjected, on October 19, 2017, ASUR liquidated the entire purchase price for its participation in Airplan, consuming
with it the Acquisition.
The total amount
paid by ASUR for the Airplain’s acquisition amounted approximately $3,979.6 million pesos (USD 204 million dollar at the exchange
rate published on October 18, 2017 by 18.87 pesos per dollar) (the “Total Transaction Amount”).
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
The resources for
the payment of the price were obtained from a loan contracted with BBVA Bancomer, S. A., Institución de Banca Múltiple,
Grupo Financiero BBVA Bancomer (Bancomer) on April 26, 2017. The contracted loan was for $4,000,000 (Four billion Pesos 00/100
Mexican Currency). The loan has a term of one year and has an interest rate calculated based on the Interbank Interest Rate (TIIE)
of 28 days plus 0.60 (point sixty) percentage points.
The assets and liabilities
included as identified items do not match the fair values specified in the accounting regulations guidelines. The respective values
refer to Airplan accounting records at June 30, 2017 and at December 31, 2016. Those values are presented only for illustrative
purposes and do not represent the actual operating income (loss) that would could result if the Operation is conducted on the
assumed dates, nor are they intended to be a forecast of future operating income (loss) or financial position. Considering the
foregoing, the values of the net assets would be as follows:
|
|
|
At December 2016
|
|
At June 2017
|
|
|
|
|
|
|
|
Intangible assets, airport concessions - Net
|
|
$
|
6,248,321
|
|
|
$
|
5,027,619
|
|
|
Bank loans
|
|
|
(2,701,427
|
)
|
|
|
(2,554,379
|
)
|
|
Deferred income tax
|
|
|
(1,801,366
|
)
|
|
|
(552,322
|
)
|
|
Working capital
|
|
|
(129,935
|
)
|
|
|
(40,739
|
)
|
|
Other assets
|
|
|
3,921
|
|
|
|
7,452
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired net assets
|
|
|
1,619,514
|
|
|
|
1,887,631
|
|
|
Non-controlling interest
|
|
|
(122,759
|
)
|
|
|
(143,082
|
)
|
|
Less: Purchase price
|
|
|
(4,215,456
|
)
|
|
|
(3,684,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
*Goodwill
|
|
($
|
2,718,701
|
)
|
|
($
|
1,940,221
|
)
|
*The assignment
of goodwill is preliminary and is subject to review and approval in accordance with accounting standards.
Note 2 - Basis
for preparation of the pro forma consolidated financial statements:
The Company’s
pro forma consolidated financial information at June 30, 2017 and at December 31, 2016, and the pro forma statements of income
for the six-month period and for the year ended on those dates, (the “pro forma consolidated financial information”)
is intended to: (i) reflect the business acquisition of Airplan, and present the possible effects of the operations conducted
by the entity on the consolidated financial position and the consolidated income (loss) of ASUR, or on the application of accounting
policies, criteria or practices, as though said operations had become effective at the date referred to in the pro forma condensed
consolidated financial statements, and (ii) point out the trends of the consolidated financial position and the consolidated income
(loss) of ASUR in relation to the Acquisition, assuming that the latter had occurred on January 1, 2017 and 2016, respectively.
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
The figures included
in the pro forma consolidated financial information under the “Airplan” column includes the combined financial information
of Airplan. The “Pro Forma adjustments” columns explained later on herein include adjustments to present the financial
position as though the transaction had taken place on December 31, 2016 and June 30, 2017, and the adjustment to show comprehensive
consolidated income as though the transaction had taken place on January 1, 2016 and January 1, 2017 for the interim period.
The Unaudited pro
Forma consolidated financial information of ASUR included herein must be read jointly with the historic consolidated financial
statements of ASUR and the financial statements of Airplan, the notes thereto and the additional financial information included
in the ASUR annual report, as well as in the interim information
Base figures
The
pro forma consolidated financial information was gathered by ASUR Management to illustrate the possible effects of the corporate
restructuring on the consolidated statements of financial position of ASUR at June 30, 2017 and at December 31, 2016, and on its
consolidated income (loss) for the six-month period ended on June 30, 2017 and the year ended on December 31, 2016, respectively.
The figures included
in the “Airplan” column of the pro forma consolidated financial information includes the combined financial information
of Airplan. The “Pro Forma adjustments” columns explained later on herein include adjustments to show the financial
position as though the transaction had occurred on December 31, 2016 and June 30, 2017, and the adjustments to show the consolidated
comprehensive income (loss) as though the transaction had occurred on January 1, 2016 and January 1, 2017 for the interim period.
The financial information
of ASUR and Airplan used as the basis to gather the pro forma consolidated financial statements of ASUR was obtained from each
of the Companies, as prepared by their respective Managements. The financial information of ASUR and Airplan as of June 30, 2017
and for the six-month period then ended was prepared in accordance with International Accounting Standard (IAS) 34 "Interim
Financial Reporting" of IFRS, issued by the IASB and audited annual financial information at December 31, 2016 and for the
year then ended was prepared in accordance with IFRS and its Interpretations, issued by the IASB; the norms adopted in Colombia,
had been reviewed by the Technical Committee of Public Accounting and ratified by the Departments of Finance, of Industry and
of Tourism. The regulations applied by Airplan and Oriente for the purpose of measuring financial information do not differ from
the standards applied by ASUR.
The financial
information of Airplan includes certain reclassifications in relation to the original presentation in the consolidated financial
statements pro forma at June 30, 2017 and the audited financial statements at December 31, 2016 of ASUR; this financial information
is presented under the column “Airplan”. These reclassifications are described as follows:
Airplan
•
On assets, the accounts receivable include customers,
documents and other accounts receivable, as well as the reserve for uncollectible accounts. The other assets correspond to advances
to suppliers.
|
|
•
|
In
liabilities, the accounts payable and accrued expenses include suppliers, miscellaneous
creditors, salaries and salaries and other liabilities.
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
The pro forma financial
information included is intended only for illustrative purposes and does not reflect the actual operating income that would have
been incurred had the Operation taken place in the assumed dates, nor is it intended to project the future operating income (loss)
or financial position of ASUR.
Pro forma adjustments
In presenting the
effects of the Acquisition of net assets in the pro forma financial statements of ASUR, certain pro forma adjustments were applied
to the historical figures of Airplan. As from the date on which the Company acquires total control of the net assets of Airplan,
it will recognize the transaction as a business acquisition, applying the provisions of IFRS “Business combination”
(IFRS 3) to its financial information.
The accounting treatment
to be accorded to the operation will be applied in accordance with the provisions of IFRS 3, which requires entities to recognize
business acquisitions by the acquisition method, which in general terms includes the following procedures and evaluations (i)
determine whether a transaction or event qualifies as a business combination, (ii) identify the purchaser (determine the company
obtaining control over the other business), (iii) determine the date of acquisition, (iv) measure and recognize at fair value,
on the acquisition date, the identified assets acquired, the liabilities assumed and the non-controlling interest in the acquired
business, (v) measure the consideration at fair value, and (iv) recognize any differences between the price charged and the net
identifiable assets acquired, which is usually known as goodwill acquired (asset) or gain on acquisition (income/loss).
The adjustments shown
below have been calculated and estimated, where applicable, based on Airplan historical values. After the Operation concludes,
those historical values will be modified to consider the fair values required by IFRS 3.
The adjustments to the
pro forma condensed consolidated statements of financial position are reflected as though the Operation had occurred on June 30,
2017 and December 31, 2016, applying the USD-peso exchange rate and the Colombian peso-Mexican peso exchange rate. The exchange
rates used to convert US dollars to Mexican pesos at the respective dates are $18.0626 pesos at June 30, 2017 and $20.664 pesos
at December 31, 2016 per US dollar; additionally, the exchange rates used to convert Colombian pesos to Mexican pesos are $168.09
at June 30, 2017 and $152.92 pesos at December 31, 2016 per Mexican peso. For the purpose of converting Colombian pesos to Mexican
pesos in the statement of income, an average exchange rate was used of $110.1175 at June 30, 2017 and $163.8182 pesos at December
31, 2016, per Mexican peso.
Pro forma consolidated
statement of financial position:
|
|
a.
|
Cash
and cash equivalents would have increased as a result of obtaining funding to partially
fund the operation of Bancomer, to have been financing for $4,000,000 with a rate of
TIIE of 28 days plus 0.60 of percentage points.
|
|
|
b.
|
Cash
and cash equivalents would have decreased by the equivalent of US $204,000 if the transaction
had been closed as of June 30, 2017 $4,732,401 and December 31, 2107 $5,413,968 (The
Exchange Rate used as of June 30, 2017 was $18.0626 and as of June 31, December 2016
was $20.6640).
|
Grupo Aeroportuario
del Sureste, S. A. B. de C. V.
and subsidiaries
Notes to the Pro Forma
Consolidated Financial Information
June
30, 2017 and December 31, 2016
|
|
c.
|
Bank
loans had been increased by the Bancomer financing mentioned in the previous subsection
a. It is presented in the short and long term depending on its enforceability.
|
|
|
d.
|
The
adjustment represents the payment of the value of the net assets acquired and the balance
is canceled against the goodwill. It represents the difference between the balance paid
for the acquisition and historical values.
|
|
|
e.
|
Relates
to the non-controlling interest determined in accordance with the non-acquired percentage
of the value of net assets.
|
Pro forma consolidated
statement of comprehensive income:
|
|
f.
|
Represents
the value of interest that the loan would have accrued if it had been contracted on January
1, 2016 and 2017. For a loan by $4,000,000 with an effective rate of 8.82% to 10 years
with periodic amortizations.
|
|
|
g.
|
The
adjustment represents the non-controlling interest in results for the period.
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Grupo Aeroportuario
del Sureste, S.A.B. de C.V.
|
|
|
By:
/s/ ADOLFO CASTRO RIVAS
|
|
|
|
Adolfo Castro Rivas
|
|
|
|
Chief Executive
Officer
|
Date:
October 19, 2017
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