Corporacion America Airports(CAAP) - 2023 Q4 - Annual Report

Key Information This section outlines critical information regarding the company's operations, financial standing, and governance Risk Factors The company faces significant risks across business operations, specific country exposures (especially Argentina), and common share characteristics Risks Related to Our Business and Industry The company faces inherent risks in airport concessions, including potential termination, air traffic dependency, cybersecurity threats, and labor disputes - The company's concession agreements can be terminated by governments for public interest reasons or due to material breaches, which could materially impact business. While compensation for non-amortized investments is possible, collection can be difficult and time-consuming[75][100][73] - Revenue is highly dependent on air traffic, which is influenced by factors beyond the company's control, including economic conditions, public health crises, terrorism, and geopolitical conflicts like the wars in Ukraine and between Israel and Hamas[148][105][92] - The company is exposed to cybersecurity risks targeting its specialized information systems. A significant cyber-attack could disrupt operations, cause data loss, damage reputation, and lead to financial losses. A global information security department has been established to mitigate these risks[144][145][114] - A significant portion of the workforce is unionized, particularly in Argentina (63%) and Italy (32.7%). The company faces risks of union disputes and work stoppages, which could disrupt business and adversely affect results[124][154] - The company is subject to increasing scrutiny on Environmental, Social, and Governance (ESG) matters and must comply with evolving regulations like the EU's Corporate Sustainability Reporting Directive (CSRD) and new SEC climate-related disclosure rules, which could increase compliance costs[232][180][181] Risks Related to Argentina and the AA2000 Concession Agreement Argentine operations, 45.1% of 2023 revenue, face risks from government buy-out, regulatory changes, and severe macroeconomic instability - The Argentine Government has the right to buy out the AA2000 Concession Agreement since February 2018. This concession represented 45.1% of total consolidated revenue in 2023, and a buy-out would have a material adverse effect on the business[213][238][214] - The Argentine Government extended the AA2000 Concession Agreement to 2038, contingent on compliance with significant investment commitments. Failure to meet these commitments, particularly the pending Phase 2 investment, could lead to fines or termination of the agreement[182][235][237] - Argentina's macroeconomic instability, including high inflation (211.4% in 2023) and significant currency devaluation (peso devalued by approximately 118% by the new administration), adversely affects operations and financial results[222][269][265] - Current and potential future Argentine exchange controls restrict the ability to access foreign currency, which could affect the ability to service foreign currency-denominated debt, pay dividends to foreign shareholders, and execute capital expenditure plans[228][284][286] - Significant political and economic reforms introduced by the new government via Decree 70/2023 aim to deregulate the economy but have generated political and social unrest. The decree's validity is being challenged, creating uncertainty about its long-term impact on the aeronautical sector and the overall economy[242][219][221] Risks Related to Other Principal Operations and Markets The company faces specific risks in its other key markets, including Italy, Brazil, Uruguay, Armenia, and Ecuador, influenced by local economic, political, and regulatory conditions - Italy: Approval for the Florence Airport's 2035 Master Plan is still in process. Further delays or rejection could adversely affect the ability to increase revenues and profits from this operation[274][276][301] - Brazil: The company expects to incur losses at its Brasilia Airport for the next several years due to the accretion of the financial liability from the fixed concession fee. Political instability and exchange rate volatility in Brazil also pose significant risks[19][20][26] - Uruguay: Passenger traffic at Uruguayan airports, particularly Punta del Este, is highly dependent on the economic conditions of neighboring countries, especially Argentina. A deterioration in Argentina's economy could negatively impact operations[30][31][32] - Armenia: The ongoing war between Russia and Ukraine continues to disrupt flight schedules and supply chains, which could adversely affect the results of operations in Armenia[7][9] - Ecuador: The political environment is uncertain. A new president was elected in late 2023, and a state of emergency was declared in January 2024, which could negatively affect activity at Ecuadorian airports[6] Risks Related to Our Common Shares Investors in the company's common shares face risks including price volatility, potential dilution from share-based compensation, and challenges in enforcing judgments due to Luxembourg legal jurisdiction - The market price of common shares may be highly volatile due to factors like changes in financial estimates by analysts, variations in operating results, and broader market fluctuations[12][13] - A significant portion of common shares held by the Majority Shareholder (approximately 80.5%) could be sold into the public market, potentially causing the market price to drop significantly[17][122] - The issuance of options, restricted shares, and other share-based compensation under the company's long-term management plan has the potential to dilute shareholder value[14][15] - As a holding company organized under Luxembourg law, it may be difficult for U.S. investors to enforce judgments against the company or its non-U.S. directors and officers. Luxembourg law also offers different shareholder protections than U.S. corporate law[389][390][384] - The ability to pay dividends is restricted by Luxembourg law, requiring available distributable earnings or reserves, and is dependent on receiving funds from subsidiaries, which may be limited by their own debt covenants and local regulations[378][381][382] Company Information This section provides an overview of the company's history, development, and current business operations History and Development of the Company Since its inception in 1998 with Argentine airport concessions, the company has expanded globally through strategic acquisitions and concession extensions, culminating in its 2018 NYSE IPO - The company began operations in 1998 by winning the concession for 33 airports in Argentina through the AA2000 consortium[439][404] - Significant international expansion occurred with concessions in Armenia (2002), Uruguay (2003), Ecuador (2004), Brazil (2011-2012), and Italy (2014)[440][441][448] - Key concession agreements have been extended, notably the AA2000 concession in Argentina until 2038 and the Carrasco concession in Uruguay until 2053, securing long-term operational control[452][454] - The company completed its Initial Public Offering (IPO) on the New York Stock Exchange on February 1, 2018[450] Business Overview The company operates 52 airports globally, generating revenue from aeronautical, commercial, and construction services under various concession models - As of the report date, the company operates 52 airports globally in Latin America, Europe, and Eurasia[460] Main Operations and Financial Consolidated Metrics (2021-2023) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Revenue (USD billion) | 1.4 | 1.4 | 0.7 | | Net Income from Cont. Ops (USD million) | 226.5 | 165.6 | (159.8) | | Adjusted EBITDA (USD million) | 677.7 | 456.7 | 149.3 | | Total Passengers (million) | 81.1 | 65.6 | 35.7 | | Total Aircraft Movements (thousands) | 849.5 | 738.2 | 497.2 | - Revenue is categorized into aeronautical (passenger/aircraft fees), commercial (retail, parking, cargo), and construction services (upgrades under IFRIC 12)[463][464][466] - The company utilizes three concession models: single till (e.g., Argentina, Armenia), dual till (e.g., Italy), and inflation-based (e.g., Ecuador, Uruguay, Brazil), which dictate how tariffs are set and returns are regulated[470][507][508] Operating and Financial Review and Prospects This section analyzes the company's financial performance, including revenue, profitability, and liquidity, highlighting key drivers and challenges Operating Results For 2023, total revenue increased by 1.6% to $1.4 billion, and net income grew 36.7% to $226.5 million, driven by a 23.7% rise in passenger traffic, despite hyperinflationary accounting impacts in Argentina Consolidated Revenue Summary (2021-2023) | Revenue Category | 2023 (USD million) | 2022 (USD million) | 2021 (USD million) | | :--- | :--- | :--- | :--- | | Aeronautical revenue | 644.5 | 609.8 | 262.8 | | Commercial revenue | 603.7 | 612.5 | 362.1 | | Construction service revenue | 144.7 | 149.8 | 79.8 | | Other Revenue | 7.2 | 6.6 | 2.3 | | Total consolidated revenue | 1,400.0 | 1,378.7 | 706.9 | Adjusted EBITDA Reconciliation (2021-2023) | Metric | 2023 (USD million) | 2022 (USD million) | 2021 (USD million) | | :--- | :--- | :--- | :--- | | Income/(Loss) from continuing operations | 226.5 | 165.6 | (159.8) | | Financial income | (101.6) | (63.9) | (28.1) | | Financial loss | 406.6 | 196.4 | 131.3 | | Inflation adjustment | 40.5 | (19.5) | (6.7) | | Income tax | (24.2) | 24.9 | 69.1 | | Amortization and depreciation | 130.0 | 153.1 | 143.5 | | Adjusted EBITDA | 677.7 | 456.7 | 149.3 | | Adjusted EBITDA excluding Construction Services | 671.3 | 454.8 | 147.0 | - Passenger traffic increased by 23.7% from 2022 to 2023, driven by a 32.9% rise in international passengers and a 20.9% increase in domestic passengers[1158][1307] - The Argentine economy was classified as hyperinflationary, requiring the application of IAS 29, which significantly impacts the financial reporting of Argentine subsidiaries[1306] Liquidity and Capital Resources The company's liquidity, primarily from operating cash flows, is used for expenses and capital expenditures, but faces significant constraints from Argentine foreign exchange controls, with total borrowings at $1.33 billion as of year-end 2023 - Net cash provided by operating activities increased by 17.8% to $356.4 million in 2023 from $302.6 million in 2022[1618] - Argentina's foreign exchange regulations significantly restrict the ability of Argentine subsidiaries to transfer funds abroad for dividends or other payments, impacting the holding company's liquidity[1551][1570] Total Borrowings | Category | Dec 31, 2023 (USD million) | Dec 31, 2022 (USD million) | | :--- | :--- | :--- | | Non-current | 1,133.5 | 1,287.4 | | Current | 199.7 | 178.0 | | Total Borrowings | 1,333.2 | 1,465.4 | - Significant capital expenditures were made in 2023, including $93.3 million in Argentina for terminal construction and remodeling, and $34.5 million in Uruguay for the development of new regional airports (SINAI)[1474][1504] Directors, Senior Management and Employees This section details the company's leadership, compensation practices, board structure, and employee information Directors and Senior Management The company is led by a seven-member board of directors, including three independent directors, and a senior management team with Martín Francisco Antranik Eurnekian as CEO - The Board of Directors is composed of seven members, including Martín Francisco Antranik Eurnekian, Máximo Luis Bomchil, Roderick H. McGeoch, Daniel Marx, and three independent directors: David Arendt, Valérie Pechon, and Carlo Alberto Montagna[1114] - Key senior management includes Martín Francisco Antranik Eurnekian (CEO), Jorge Arruda Filho (CFO), Roberto Naldi (Head of European Business Development), Andrés Zenarruza (Head of Legal & Compliance), and Eugenio Perissé (Head of Business Development)[1119] Compensation In 2023, total compensation for directors and senior management was $4.2 million, with a management compensation plan allowing for share grants and a new clawback policy for incentive-based compensation - Total compensation for directors and senior management in 2023 was $4.2 million[1789] - The company has a Management Compensation Plan to grant shares or rights to shares to key employees, with a maximum allocation of 2% of total outstanding shares[1761][1816] - A clawback policy was approved on November 15, 2023, allowing the recovery of erroneously awarded incentive-based compensation to executive officers following a financial restatement[1819] Board Practices The company's board of directors has established several committees, including an Audit Committee with independent directors, an Executive Committee for daily operations, and specialized committees for acquisitions, disclosure, and information security - The Audit Committee consists of three independent directors: David Arendt (President and Financial Expert), Valérie Pechon, and Carlo Montagna, complying with NYSE and SEC independence requirements[1794] - An Executive Committee, comprising the CEO, CFO, and Head of Legal & Compliance, is delegated with the management of the company under the board's supervision[1126][1821] - Other specialized committees include the Acquisitions and Business Development Committee, a Disclosure Committee for reviewing public filings, and an Information Security Incident Response Committee to manage cybersecurity events[1129][1151][1152] Employees As of December 31, 2023, the company had 6,100 employees, with a significant portion of the workforce in Argentina (62.9%) and Italy (32.7%) being unionized Number of Employees (2021-2023) | Category | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Operations and infrastructure | 5,400 | 5,400 | 5,200 | | Administration | 700 | 700 | 600 | | Total | 6,100 | 6,100 | 5,800 | - As of December 31, 2023, 62.9% of employees in Argentina and 32.7% of employees in Italy were members of labor unions[1131][1800] Major Shareholders and Related-Party Transactions This section details the company's ownership structure and transactions with related parties Major Shareholders A.C.I. Airports S.à r.l., ultimately controlled by the Southern Cone Foundation, is the majority shareholder, owning 80.53% of outstanding common shares as of December 31, 2023 - As of December 31, 2023, A.C.I. Airports S.à r.l. is the majority shareholder, controlling 80.53% of the company's common shares[1802] - The ultimate controlling entity is the Southern Cone Foundation (SCF), a Liechtenstein-based foundation whose potential beneficiaries include members of the Eurnekian family and various institutions[1828][1230] Related-Party Transactions The company engages in various transactions with affiliates controlled by its ultimate parent, including technology, compliance, legal, and construction services, with significant expenses recorded in 2023 - Proden S.A., an affiliate, provides technology outsourcing services and leases office space to AA2000. In 2023, the company recorded expenses of $2.3 million related to these services[1136] - Servicios Integrales América S.A. (SIASA) provides compliance, legal, accounting, and other services to CAAP and its subsidiaries, with related expenses totaling $3.4 million in 2023[1830] - Helport S.A. and Compañía de Infraestructura y Construcción S.A. (CINC) provide construction services to AA2000, with expenses amounting to $3.2 million in 2023[1806][1859] - A registration rights and indemnification agreement exists with the Majority Shareholder, providing demand and piggyback registration rights and indemnification for certain liabilities[1812] Financial Information This section provides an overview of the company's consolidated financial statements and related disclosures Consolidated Statements and Other Financial Information The company is involved in various legal proceedings across its operating jurisdictions, including environmental lawsuits in Argentina, economic re-equilibrium disputes in Brazil, and a land purchase dispute in Italy, with provisions maintained for these matters - Argentina: The company is involved in environmental remediation proceedings for several airports, with specific agreements in place for Ezeiza and San Fernando. It also has ongoing debt collection efforts with its main customer, Aerolíneas Argentinas[1841][1169] - Brazil: ICAB has ongoing administrative and judicial proceedings regarding economic re-equilibrium requests and disputes over concession fee payments for 2021, 2022, and 2023, primarily stemming from the COVID-19 pandemic's impact[1174][1175][1177] - Italy: TA is in a legal dispute with NUOVE Iniziative Toscane (NIT) over preliminary sales contracts for land near Florence Airport, with a court resolution expected in early 2024[1212][1214] - Peru: A favorable resolution was received from ICSID in an arbitration procedure against the Peruvian government for the unilateral termination of the Chinchero Airport concession agreement[1215][1216] Additional Information This section provides further details on the company's corporate structure, governance, and tax considerations Memorandum and Articles of Association The company, a Luxembourg public limited liability company, operates under articles of association granting one vote per share, authorizing the board to issue shares and waive pre-emptive rights, and providing director indemnification - The company is a public limited liability company (société anonyme) governed by the laws of Luxembourg, with its registered office in Luxembourg[1273] - Shareholders are entitled to one vote per share. Amendments to the articles of association generally require a quorum of at least half the share capital and a two-thirds majority of votes cast at an extraordinary general meeting[1254][1345] - The board of directors is authorized for a five-year period (from May 2023) to issue shares and to cancel or limit shareholder pre-emptive rights[1252] - The company indemnifies its directors and officers against liabilities and expenses incurred in connection with their roles, provided they acted in good faith[1261] Taxation The company is subject to complex tax rules in Luxembourg, the U.S., and Argentina, including corporate tax, withholding tax on dividends, and potential capital gains tax for non-Argentine resident shareholders - Luxembourg: The company is subject to a 24.94% corporate tax rate for 2023. Dividends paid are generally subject to a 15% withholding tax, which may be reduced by applicable tax treaties[1349][1299] - U.S. Federal Income Tax: For U.S. Holders, distributions are generally treated as foreign source dividend income. Qualified dividends may be taxed at reduced capital gains rates, provided the company is not classified as a Passive Foreign Investment Company (PFIC)[1988][1904] - Argentina: Non-Argentine residents who sell or transfer shares acquired after January 1, 2018, may be subject to Argentine capital gains tax if 30% or more of the company's value is derived from Argentine assets and the transferred stake is 10% or more of the company's equity[401][1920][1923] Controls and Procedures This section details the company's internal controls and procedures for financial reporting and disclosure Disclosure Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2023, ensuring timely and accurate reporting - As of December 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[2004] Management's Annual Report on Internal Control Over Financial Reporting Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO 2013 framework, and this assessment was audited by Price Waterhouse & Co. S.R.L. - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO 2013 framework[2058] - The effectiveness of the internal control over financial reporting was audited by Price Waterhouse & Co. S.R.L., which issued an unqualified opinion[2059][2118] Corporate Governance and Other Disclosures This section covers the company's corporate governance practices, auditor fees, and cybersecurity measures Principal Accountant Fees and Services The company paid its principal external auditor, Price Waterhouse & Co. S.R.L., $2.044 million in 2023, primarily for audit services, all pre-approved by the Audit Committee Fees Paid to Principal Accountant (in thousands USD) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | 1,871 | 2,202 | | Audit related fees | 95 | 40 | | Tax fees | 58 | 81 | | All other fees | 20 | 13 | | Total | 2,044 | 2,336 | - The Audit Committee has a policy for pre-approving all audit and permissible non-audit services provided by the independent auditors, and all fees for 2023 were authorized under this policy[2041][2042] Corporate Governance As a foreign private issuer, the company follows Luxembourg corporate governance practices, which differ from NYSE standards for U.S. domestic companies, though it complies with NYSE audit committee independence rules - The company follows Luxembourg's corporate governance practices, which differ from NYSE standards for U.S. domestic companies[2069] - Unlike NYSE rules for domestic issuers, there is no requirement for a majority of the board to be independent or for non-management directors to meet regularly in executive sessions[2093] - The company complies with the NYSE requirement for an audit committee composed entirely of independent directors who meet SEC Rule 10A-3 standards[2049] Cybersecurity The company has a comprehensive cybersecurity risk management program, formalized in its Information Security Incident Management Policy, with an ISIRC and Board oversight - The company approved an Information Security Incident Management Policy in November 2023 to manage risks from cybersecurity threats[2077] - An Information Security Incident Response Committee (ISIRC) is responsible for coordinating the response to cybersecurity incidents[2079] - The Information Security Department, reporting to the Executive Committee, implements the cybersecurity framework. The Board of Directors maintains oversight, receiving quarterly reports and immediate notification of critical incidents[2085][2087] Financial Statements This section presents the company's audited consolidated financial statements and accompanying notes Notes to the Audited Consolidated Financial Statements The notes detail accounting policies, significant events like the Natal Airport re-bidding gain of $166.5 million, hyperinflationary accounting for Argentine subsidiaries, and breakdowns of key financial items like $2.52 billion in intangible concession assets and $1.33 billion in total borrowings - A significant event in 2023 was the completion of the re-bidding process for the Natal Airport in Brazil. The concession was transferred, and the company recognized a net gain of $166.5 million, primarily from the reversal of previous impairment losses and compensation for assets[2170][2167] - The financial statements of Argentine subsidiaries are adjusted for hyperinflation according to IAS 29, as the three-year cumulative inflation rate exceeded 100%[2349] - The Group's intangible assets, primarily consisting of concession rights, had a net book value of $2.52 billion as of December 31, 2023, down from $2.96 billion in 2022[2136] - Total borrowings as of December 31, 2023, amounted to $1.33 billion, with $1.13 billion classified as non-current[1980]