EURO MTF MARKET International Airport Finance, SA
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INTERNATIONAL AIRPORT FINANCE, S.A. Madrid, August 27, 2020 LUXEMBOURG STOCK EXCHANGE – EURO MTF MARKET International Airport Finance, S.A. (the “Company”) hereby announces the following INFORMATION NOTICE Reference is made to the Third Amendment and Restatement to Common Terms Agreement and Facility Agreements, dated March 14, 2019 (the “CTA”) between Corporación Quiport S.A., as borrower (the “Borrower” or “Quiport”), the Company, as lender, and Citibank, N.A., as administrative agent. Pursuant to section 5.1(a) of the CTA, the Borrower has provided to the Company (a) copies of its unaudited balance sheet, its unaudited statements of income and cash flows and the statement of changes in members’ equity, and an independent auditor’s report, related to the second fiscal quarter of 2020 (the “Financial Statements”); (b) the key preliminary operating information of the airport as of June 2020, which has the passenger traffic information, including domestic and international traffic, cargo volumes, and aircraft movement (the “Operating Information”); and (c) the Borrower’s debt service coverage ratio as of June 2020 (“Debt Service Coverage Ratio”). The Financial Statements, the Operating Information, and the Debt Service Coverage Ratio are attached hereto as Schedule I, Schedule II, and Schedule III, respectively. INTERNATIONAL AIRPORT FINANCE, S.A. SCHEDULE I CORPORACIÓN QUIPORT S.A. FINANCIAL STATEMENTS FOR THE SIX-MONTHS INTERIM PERIOD ENDED JUNE 30, 2020 AND THE INDEPENDENT AUDITORS’ REPORT - 1 - CORPORACIÓN QUIPORT S.A. FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2020 Contents Page Independent auditors’ report 3 Statement of financial position 4 Statement of comprehensive income 5 Statement of changes in equity 6 Statement of cash flows 7 Notes to the financial statements 8 Abbreviations: IAS International Accounting Standards IFRS International Financial Reporting Standards IFRIC International Financial Reporting Interpretations Committee SRI Internal Revenue Service FV Fair value FVTPL Fair value through profit or loss US$ U.S. dollars NQIA New Quito International Airport MSIA Mariscal Sucre International Airport CCC Canadian Commercial Corporation CCR Constructora CCR SAC EPC EPC Engineering, Procurement and Construction CORPAQ Corporación Aeropuerto y Zona Franca del Distrito Metropolitano de Quito ECL Expected Credit Losses EPMSA Empresa Pública Metropolitana de Servicios Aeroportuarios y Gestión de Zonas Francas y Regímenes Especiales (Ex - CORPAQ) DAC Civil Aviation Authority OPIC Overseas Private Investment Corporation IDB Inter-American Development Bank US EXIM Export Import Bank of the United States EDC Export Development Canada SAA Strategic Alliance Agreement VAT Value Added Tax CGE Comptroller General of the State - 2 - Teléfonos: (593-2) 5000 051 KPMG del Ecuador Cía. Ltda. (593-4) 5000 051 Av. República de El Salvador, N35-40 y Portugal, Edif. Athos, pisos 2 y 3 Quito - Ecuador Independent Auditors’ Report on Review of Interim Financial Statements To the Shareholders’ Board and Directors of Corporación Quiport S. A.: Introduction We have reviewed the accompanying statement of financial position of Corporación Quiport S. A. (“the Company”) as at June 30, 2020, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six-month period then ended, and notes, comprising significant accounting policies and other explanatory information. Management is responsible for the preparation and fair presentation of these interim financial statements in accordance with International Financial Reporting Standards (IFRS) including the requirements of IAS 34, ‘Interim Financial Reporting. Our responsibility is to express a conclusion on these interim financial statements based on our review. Scope of Review We conducted our review in accordance with the International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial statements do not give a true and fair view of the financial position of the Corporation as at June 30, 2020, and of its financial performance and its cash flows for the six month period then ended in accordance with IFRS including the requirements of IAS 34, ‘Interim Financial Reporting. KPMG del Ecuador Cía. Ltda. Jhonny R. Bolívar Isturiz, Partner August 7, 2020 - 3 - CORPORACIÓN QUIPORT S.A. STATEMENT OF FINANCIAL POSITION AT JUNE 30, 2020 (Unaudited) (Audited) ASSETS Note 30/6/2020 31/12/2019 (in thousands of U.S. dollars) CURRENT ASSETS: Cash and banks 5 US$ 53,917 67,626 Investments 6 246 246 Trade and other receivables 7 31,793 42,757 Current tax assets 13 1,219 1,186 Other assets 8 972 2,097 Total current assets 88,147 113,913 NON-CURRENT ASSETS: Investments 6 20,452 20,457 Property and equipment 9 8,620 7,503 Intangible assets 10 721,563 725,446 Total non-current assets 750,635 753,406 TOTAL US$ 838,782 867,319 LIABILITIES AND EQUITY CURRENT LIABILITIES: Borrowings 15 US$ 4,577 3,412 Trade and other payables 11 7,285 11,144 Accrued liabilities 12 279 8,555 Current tax liabilities 13 148 825 Contract liabilities 14 10,475 10,483 Total current liabilities 22,764 34,419 NON-CURRENT LIABILITIES: Contract liabilities 14 193,021 198,258 Borrowings 15 394,807 394,316 Defined benefits 417 420 Total non-current liabilities 588,245 592,994 Total liabilities 611,009 627,413 EQUITY: 16 Share capital 66,000 66,000 Legal reserve 33,000 31,749 Retained earnings 128,773 142,157 Total equity 227,773 239,906 TOTAL US$ 838,782 867,319 Francis Segovia Juan Carlos Zurita Chief Financial Officer General Accountant See notes to the financial statements. - 4 - CORPORACIÓN QUIPORT S.A. STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED JUNE 30, 2020 (Unaudited) (Unaudited) Three months ended Six months ended Note 30/6/2020 30/6/2019 30/6/2020 30/6/2019 (in thousands U.S. dollars) (in thousands U.S. dollars) Revenue 17 US$ 9,440 42,862 47,401 85,075 Interest revenue 622 1,922 1,596 2,086 Financial costs 20 (13,427) (13,323) (26,959) (17,957) Amortization of intangible assets 10 (8 ,339) (8,266) (16,668) (16,516) Employee benefits 19 (2,157) (2,424) (4 ,595) (5,005) Services and supplies (1,371) (2,265) (3,570) (4,381) Professional fees (679) (1,091) (2,742) (2,253) Operation and maintenance fees 22.1 (77) (1,762) (1 ,562) (3,502) Maintenance and repair expenses (575) (831) (1 ,239) (1,554) Insurance expenses (609) (569) (1 ,214) (1,131) Utilities (378) (602) (994) (1,233) Equipment depreciation 9 (361) (283) (661) (546) Taxes and contributions (219) (533) (507) (913) Others (43) (300) (187) (570) Performance bond expenses (93) (32) (124) (63) Legal and extraordinary fees 5 (189) (108) (405) Employees' profit sharing 12 919 (1,847) - (4,670) LOSS OR PROFIT FOR THE YEAR AND TOTAL COMPREHENSIVE US$ (17,342) 10,467 (12,133) 26,462 INCOME Francis Segovia Juan Carlos Zurita Chief Financial Officer General Accountant See notes to the financial statements. - 5 - CORPORACIÓN QUIPORT S.A. STATEMENT OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2020 Share Legal Retained Total capital reserve earnings (in thousands U.S. dollars) Balances at December 31, 2018 US$ 66,000 25,412 330,661 422,073 Appropriation of legal reserve - 6,337 (6,337) - Profit of the period - - 26,462 26,462 Balances at June 30, 2019 US$ 66,000 31,749 350,787 448,535 Balances at December 31, 2019 US$ 66,000 31,749 142,157 239,906 Appropriation of legal reserve - 1,251 (1,251) - Loss of the period - - (12,133) (12,133) Balances at June 30, 2020 US$ 66,000 33,000 128,773 227,773 Francis Segovia Juan Carlos Zurita Chief Financial Officer General Accountant See notes to the financial statements. - 6 - CORPORACIÓN QUIPORT S.A. STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2020 AND 2019 (Unaudited) (Unaudited) 30/6/2020 30/6/2019 (in thousands of U.S. dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Received from clients US$ 49,619 78,529 Paid to suppliers and employees (27,540) (31,402) Interest from financial liabilities (34) - Tax and contributions (1,338) - Other interest - (2,413) Net cash received from operating activities 20,707 44,714 CASH FLOWS FROM (IN) INVESTING ACTIVITIES: Increase of intangible assets (12,343) (10,236) Acquisition of equipment (1,641) (1,954) Net cash received used in investing activities (13,984) (12 ,190) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings received from related parties - 307,851 Borrowings payment - (67,162) Interest payments (21,322) (12,000) Interest received from investments 1,601 - Payment of financial obligations (137) - Acquisition of investments - (20,000) Financial cost payments (574) (684) Net cash used in financing activities (20,432) 208,005 CASH AND BANKS: Net increase (decrease) during the year (13 ,710) 240,529 Cash and banks at the beginning of the year 67,626 48,056 Cash and banks at the end of the year US$ 53,917 288,585 Francis Segovia Juan Carlos Zurita Chief Financial Officer General Accountant See notes to the financial statements. - 7 - CORPORACIÓN QUIPORT S.A. NOTES TO FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2020 1.