Audit Report / Information • Feb 23, 2022
Audit Report / Information
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The attached External Auditor's Report, Annual Accounts and Management Report for the fiscal year ended 31 December 2021, have been originally issued in Spanish. The English version is not considered official or regulated financial information In the event of discrepancy, the Spanish-language version prevails.

(Together with the annual accounts and directors' report of Aena S.M.E., S.A. for the year ended 31 December 2021)
(Translation from the original in Spanish. In the event of discrepancy, the Spanishlanguage version prevails.)

KPMG Auditores, S.L. Paseo de la Castellana, 259 C 28046 Madrid
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the shareholders of Aena S.M.E., S.A.:
We have audited the annual accounts of Aena S.M.E., S.A. (the "Company"), which comprise the balance sheet at 31 December 2021, and the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes.
In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2021, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2.b to the annual accounts) and, in particular, with the accounting principles and criteria set forth therein.
We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report.
We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Recognition of aeronautical revenues See notes 2 e), 4 p) and 23 a) to the annual accounts |
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|---|---|---|---|---|
| Key audit matter | How the matter was addressed in our audit | |||
| Aeronautical revenues, regulated by the Airport Regulation Document (abbreviated to DORA in Spanish) approved on 27 January 2017, totalled Euros 1,232,864 thousand in 2021. These revenues are mostly generated from the use of the airport infrastructure by airlines and passengers, and they are net of any rebates and incentives. Due to the significance of the aeronautical revenues, as well as the large number of transactions of different types and amounts that give rise to the aeronautical revenues in very diverse airports, they have been considered a key audit matter. |
Our audit procedures included the following: –evaluating the criteria, standards and policies used by the Company to recognise the aeronautical revenues regulated by the DORA. –assessing, with the help of our IT specialists, the design and implementation of the most relevant controls established by Company management for the recognition of these aeronautical revenues and for the cash IT system that processes and records the collection of revenues. We also tested the operating effectiveness of these controls. –As part of our substantive procedures: – we carried out a test using computer assisted audit techniques enabling us to assess the existence and accuracy of a large volume of sales transactions during the year, associating individually the revenues with the related amounts collected. – we performed tests of detail on the transactions that generated revenues from aeronautical services to confirm whether revenues had been adequately recognised in the correct period based on their accrual. – we performed tests of detail to analyse the reasonableness of the criteria and assumptions used to calculate rebates and incentives. We also assessed whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company. |

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| Recognition of commercial revenues See notes 2 e), 4 e) and 23 a) to the annual accounts |
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|---|---|---|---|---|
| Key audit matter | How the matter was addressed in our audit | |||
| The Company has signed contracts with the lessees of the commercial premises located at the airport through which they obtain commercial revenues. Specifically, these contracts establish a variable rent calculated as a percentage of the lessee's sales through those commercial premises and, in most cases, a guaranteed minimum annual rent (GMAR). In 2021, commercial revenues amounted to Euros 781,526 thousand. Law 13/2021 of 1 October 2021 was published in the Official State Gazette on 2 October 2021. This law amends Law 16/1987 of 30 July 1987 which regulates road transport offences related to the rental of vehicles with driver and late payments in the road freight segment, as well as other rules to improve the management of transport and infrastructure. |
Our audit procedures included the following: – assessing, with the help of our IT specialists, the design and implementation of the most relevant controls established by Company management for the recognition of commercial revenues and for the cash IT system that processes and records the collection of revenues. We also tested the operating effectiveness of these controls. – As part of our substantive procedures: – we carried out a test using computer assisted audit techniques enabling us to assess the existence and accuracy of a large volume of sales transactions during the year, associating individually the revenues with the related amounts collected. |
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| Through final provision seven of aforementioned Law 13/2021, lease contracts and the transfer of business premises located at the airports managed by the Company are automatically modified. Specifically, this provision includes the following stipulations: a) elimination of the pro rata portion of the GMAR |
– we performed tests of detail on the transactions that generated commercial revenues to confirm whether revenues had been adequately recognised in the correct period based on their accrual. – we assessed the impact of applying Law |
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| established contractually during the period from 15 March 2020 to 20 June 2020. b) reduction, as of 21 June 2020, and until the number of annual passengers for the airport returns to the levels that existed in 2019, in the contractual GMAR in direct proportion to the decline in the number of passengers at the airport where the commercial premises are located compared to the number of passengers at that same airport in 2019. |
13/2021 of 1 October 2021 and the accounting recognition of its effects. We also assessed whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company. |
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| Due to the significance of commercial revenues and the complexity of the accounting recognition of the consequences of the aforementioned law, this has been considered a key audit matter. |

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| At 31 December 2021 Aena S.M.E., S.A. presents property, plant and equipment amounting to Euros 12,171,879 thousand and intangible assets of Euros 150,631 thousand. These assets are allocated to the cash-generating unit (CGU) corresponding to the national airports network. |
Our audit procedures included the following: – assessing the design and implementation of the most relevant controls established by Company management with respect to the process of estimating the recoverable amount of the non current assets. |
| Management of Aena S.M.E. S.A. assesses its property, plant and equipment and intangible assets annually for indications of impairment, for the purpose of determining their recoverable amount. The epidemiological situation caused by the expansion of the COVID-19 virus has caused a drastic reduction in airport activity and therefore, indications of impairment have been identified in the aforementioned cash generating unit. |
– evaluating the criteria used by Company management in identifying indications of impairment. – assessing, with the support of our valuation specialists, the methodology and assumptions used by Company management in estimating the recoverable amount and reviewed by an independent third party expert engaged by the |
| These recoverable amounts, estimated by calculating value in use, are obtained on the basis of projections by applying valuation techniques that require the exercising of judgement by Company management and the use of estimates, inter alia, of passengers, investments and discount and growth rates. |
Company. – contrasting the key assumptions, such as air traffic forecasts, with data from external sources and the Company's own historical data. – evaluating the analysis of sensitivity of the estimated recoverable amount to changes, |
| Due to the complexity of the calculation of the recoverable amount, the high level of judgement when estimating the key assumptions and the associated uncertainty, as well as the significance of the carrying amount of the non-current assets, the process of measuring the aforementioned assets has been considered a key audit matter. |
considered as reasonable by the Company, in the relevant assumptions and judgements, such as the discount rate, the expected future growth rate and passenger volumes. We also assessed whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company. |

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| Recoverable amount of non-current investments in Group companies and associates See notes 2 e), 4 f), 10, 11 and 12 to the annual accounts |
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|---|---|---|---|---|
| Key audit matter | How the matter was addressed in our audit | |||
| At 31 December 2021 non-current investments in Group companies and associates included Euros 165,032 thousand for the investment in Aena Desarrollo Internacional S.M.E., S.A. (ADI) and Euros 370,000 thousand for a participating loan extended to this subsidiary. Company management assesses its investments in Group companies and associates annually for objective evidence of impairment, for the purpose of determining their recoverable amount. The calculation of these recoverable amounts requires the application of valuation techniques which require the exercising of judgement by Company management and the making of estimates based on certain assumptions. In 2021 objective evidence of impairment was identified in the subsidiary ADI and, consequently, AENA estimated the recoverable amount of this investment. The London Airport Holdings III Limited and subsidiaries subgroup, whose parent is an affiliate of ADI, carries out the activity of operating the Luton Airport concession in the United Kingdom. This subsidiary is obliged to comply with certain ratios laid down in some of the prevailing financing agreements. As described in note 11 to the annual accounts, on 30 June 2021, the Luton subgroup's financial institutions extended the waiver of the financial covenants at 31 December 2021 and the application, as of 30 June 2022, of ratios different from those established contractually. Management of the Luton subgroup expects to meet these covenants both at 30 June and at 31 December 2022. Nevertheless, should this prove not to be the case, as envisaged in the severe, negative scenario defined by Luton subgroup management, it would evidence a breach of contractual obligations. This situation leads to the existence of material uncertainty for the London Luton Airport Holdings III Limited and subsidiaries subgroup, which could cast significant doubts as to its ability to continue as a going concern. Due to the complexity inherent to calculating the recoverable amount, the aforementioned uncertainty associated with Luton, as well as the significance of the aforementioned carrying amounts, the process of |
Our audit procedures included the following: – assessing the design and implementation of the most relevant controls established by Company management with respect to the process of estimating the recoverable amount of the investment in ADI and the loan given, – evaluating the criteria used by Company management in identifying indications of impairment, – evaluating the methodology and assumptions used when Company management estimates the recoverable amount, – The analysis of the ratio compliance commitments in the financing agreements of the London Luton Airport Holdings III Limited and subsidiaries subgroup, as well as the guarantees associated with these financing agreements. – We also analysed the Company's payment commitments and its capacity to generate cash based on cash forecasts. We also assessed whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company. |

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
See notes 2 e), 4 f), 10, 11 and 12 to the annual accounts
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| measuring the investment in ADI and the aforementioned loan has been considered a key audit matter. |
Other information solely comprises the 2021 directors' report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts.
Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility regarding the information contained in the directors' report is defined in the legislation regulating the audit of accounts, as follows:
Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2021, and that the content and presentation of the report are in accordance with applicable legislation.
The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.
Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the audit committee of Aena S.M.E., S.A. regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
We also provide the entity's Audit Committee with a statement that we have complied with the applicable ethical requirements, including those regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
We have examined the digital file of Aena S.M.E., S.A. for 2021 in European Single Electronic Format (ESEF) comprising an XHTML file with the annual accounts for the aforementioned year, which will form part of the annual financial report.
The Directors of Aena, S.M.E., S.A. are responsible for the presentation of the 2021 annual financial report in accordance with the format requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation").
Our responsibility consists of examining the digital file prepared by the Company's Directors, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the annual accounts included in the aforementioned digital file fully corresponds to the annual accounts we have audited, and whether the annual accounts have been formatted, in all material respects, in accordance with the requirements of the ESEF Regulation.
In our opinion, the digital file examined fully corresponds to the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements of the ESEF Regulation.
The opinion expressed in this report is consistent with our additional report to the Company's audit committee dated 22 February 2022.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
We were appointed as auditor by the shareholders at the ordinary general meeting on 9 April 2019 for a period of three years, from the year ended 31 December 2020.
Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting, and have been auditing the annual accounts since the year ended 31 December 2017.
KPMG Auditores, S.L.
On the Spanish Official Register of Auditors ("ROAC") with No. S0702
(Signed on original in Spanish)
Manuel Martín Barbón On the Spanish Official Register of Auditors ("ROAC") with No. 16239
22 February 2022
Annual Accounts and Management Report corresponding to the fiscal year ended 31 December 2021.
| Page | ||
|---|---|---|
| Financial statements | 1 | |
| Notes to the annual accounts | ||
| 1 | Activity | 7 |
| 2 | Basis of presentation | 9 |
| 3 | Distribution/application of the result | 14 |
| 4 | Recording and valuation standards | 14 |
| 5 | Management of operational and financial risks | 34 |
| 6 | Intangible fixed assets | 51 |
| 7 | Property, plant and equipment | 54 |
| 8 | Real estate investments | 63 |
| 9 | Leases | 65 |
| 10 | Financial instruments | 67 |
| 11 | Investments in group companies, associated companies and other shareholdings | 71 |
| 12 | Transactions and balances with related parties | 86 |
| 13 | Trade and other receivables | 91 |
| 14 | Short-term financial investments | 93 |
| 15 | Financial debt | 93 |
| 16 | Trade and other payables | 104 |
| 17 | Inventories | 105 |
| 18 | Cash and cash equivalents | 105 |
| 19 | Equity | 105 |
| 20 | Accruals | 108 |
| 21 | Provisions | 109 |
| 22 | Public Administrations and tax situation | 114 |
| 23 | Revenue and expenses | 119 |
| 24 | Other information | 123 |
| 25 | Audit fees | 124 |
| 26 | Guarantees, commitments and other sureties | 125 |
| 27 | Environmental commitments | 125 |
| 28 | Contingencies | 128 |
| 29 | Subsequent events | 129 |
| ASSETS | Note | 31/12/21 | 31/12/20 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Intangible fixed assets | 6 | 150,631 | 119,958 |
| Intangible assets, concession agreement | 8,112 | 8,771 | |
| Software | 61,339 | 38,388 | |
| Other intangible fixed assets | 3,465 | 3,428 | |
| Property, plant and equipment under construction | 77,715 | 69,371 | |
| Property, plant and equipment | 7 | 12,171,879 | 12,119,625 |
| Land and buildings | 9,883,338 | 10,100,383 | |
| Plant and machinery | 367,537 | 363,131 | |
| Other facilities, tools and furnishings | 1,111,851 | 1,109,806 | |
| Other property, plant and equipment | 3,426 | 3,879 | |
| Property, plant and equipment under construction | 805,727 | 542,426 | |
| Real estate investments | 8 | 136,728 | 139,176 |
| Land and buildings | 136,655 | 139,051 | |
| Other facilities | 73 | 125 | |
| Long-term investments in group and associated companies | 541,838 | 535,032 | |
| Equity instruments | 11 | 171,838 | 165,032 |
| Equity loans | 10-12 | 370,000 | - |
| Loans to companies | 10-12 | - | 370,000 |
| Long-term financial investments | 10-11 | 88,701 | 92,907 |
| Other financial assets | 88,701 | 92,907 | |
| Non-current commercial debts | 6,342 | 5,255 | |
| Long-term credit right | 6,342 | 5,255 | |
| Deferred tax assets | 22 | 150,169 | 116,091 |
| Long-term accruals | 20 | 314,553 | 18,720 |
| TOTAL NON-CURRENT ASSETS | 13,560,841 | 13,146,764 | |
| CURRENT ASSETS | |||
| Inventories | 17 | 5,514 | 5,899 |
| Trade and other receivables | 587,881 | 822,411 | |
| Trade receivables for sales and services rendered | 10-13 | 544,489 | 731,757 |
| Customers, group and associated companies | 10-12-13 | 1,360 | 1,323 |
| Sundry debtors | 10-13 | 7,968 | 7,826 |
| Staff costs | 10-13 | 674 | 635 |
| Current tax assets | 22 | - | 8,931 |
| Other loans with Public Administrations | 13-22 | 33,390 | 71,939 |
| Short-term investments in group and associated companies | 10-12 | 2,134 | 282 |
| Loans to companies | 12 | 1,603 | - |
| Other financial assets | 531 | 282 | |
| Short-term financial investments | 10-14 | 1,576 | 1,534 |
| Loans to companies | 16 | 17 | |
| Other financial assets | 10-11 | 1,560 | 1,517 |
| Short-term accruals | 20 | 320,496 | 28,803 |
| Cash and cash equivalents | 18 | 1,383,069 | 1,141,265 |
| TOTAL CURRENT ASSETS | 2,300,670 | 2,000,194 | |
| TOTAL ASSETS | 15,861,511 | 15,146,958 |
| EQUITY AND LIABILITIES | Note | 31/12/21 | 31/12/20 |
|---|---|---|---|
| EQUITY Own funds |
19 | 6,351,608 | 6,371,604 |
| Share capital | 19a | 1,500,000 | 1,500,000 |
| Share premium | 19b | 1,100,868 | 1,100,868 |
| Capitalisation reserve | 19b | 164,176 | 159,877 |
| Legal reserve | 19b | 300,000 | 300,000 |
| Other reserves | 19b | 3,311,826 | 3,316,149 |
| Negative results from previous fiscal years | 19b | (5,290) | - |
| Profit/(loss) for the fiscal year | 3 | (19,972) | (5,290) |
| Adjustments due to changes in value | 19c | (55,168) | (96,359) |
| Hedging transactions | (55,168) | (96,359) | |
| Grants, donations and legacies received | 7-19d | 319,035 | 345,466 |
| TOTAL EQUITY | 6,615,475 | 6,620,711 | |
| NON-CURRENT LIABILITIES | |||
| Long-term provisions | 21 | 112,032 | 75,470 |
| Obligations from long-term staff benefits | 9,358 | 9,671 | |
| Environmental actions | 93,241 | 57,834 | |
| Other provisions | 9,433 | 7,965 | |
| Long-term guarantees received | 10 | 148,699 | 137,341 |
| Long-term debts | 10 | 3,344,395 | 2,778,088 |
| Debts with credit institutions | 15 | 3,292,734 | 2,673,731 |
| Financial leasing creditors | 5,586 | 7,332 | |
| Derivatives | 15 | 45,951 | 96,834 |
| Other financial liabilities | 124 | 191 | |
| Long-term debts with group and associated companies | 10-11-12-15 | 3,624,598 | 4,159,882 |
| Long-term accruals | 20 | 8,737 | 8,843 |
| Deferred tax liabilities | 22 | 111,722 | 120,532 |
| TOTAL NON-CURRENT LIABILITIES | 7,350,183 | 7,280,156 | |
| CURRENT LIABILITIES | |||
| Short-term provisions | 21 | 35,680 | 45,985 |
| Short-term debts | 10 | 1,054,676 | 372,378 |
| Bonds and other negotiable securities | 15 | - | 55,000 |
| Debts with credit institutions | 15 | 632,907 | 53,370 |
| Financial leasing creditors | 1,682 | 1,682 | |
| Derivatives | 15 | 27,607 | 31,645 |
| Other financial liabilities | 392,480 | 230,681 | |
| Short-term debts with group and associated companies | 10-11-12-15 | 545,693 | 561,798 |
| Trade and other payables | 259,595 | 246,557 | |
| Suppliers, group and associated companies | 10-12-16 | 7,697 | 19,841 |
| Sundry creditors | 10-16 | 161,731 | 116,627 |
| Staff costs | 10-16 | 27,674 | 37,220 |
| Other debts with Public Administrations | 16-22 | 21,003 | 22,496 |
| Customer advances | 10-16 | 41,490 | 50,373 |
| Short-term accruals | 20 | 209 | 19,373 |
| TOTAL CURRENT LIABILITIES | 1,895,853 | 1,246,091 | |
| TOTAL EQUITY AND LIABILITIES | 15,861,511 | 15,146,958 |
| Net turnover 23a 2,134,973 2,042,183 Works carried out by the company for its assets 7 6,374 5,177 Supplies 23b (158,003) (153,830) Consumption of raw materials and other consumables (1,102) (930) Works performed by other companies (156,901) (152,900) Other operating revenue 9,651 10,809 Miscellaneous revenue and other current management revenue 8,912 10,161 Operating grants incorporated into profit/(loss) for the fiscal year 739 648 Staff costs 23c (410,338) (412,799) Wages, salaries and similar items (296,008) (295,454) Social charges (120,231) (119,784) Provisions 5,901 2,439 Other operating expenses (794,965) (661,676) External services 23d (634,721) (495,151) Taxes 23e (151,566) (153,986) Losses, impairment and change in provisions for commercial operations 13 (5,677) (11,807) Other current management expenses (3,001) (732) Depreciation and amortisation of fixed assets 6-7-8 (715,550) (721,370) Allocation of grants for non-financial fixed assets and others 19d 35,525 36,746 Provision surpluses 23g 9,427 10,465 Impairment and net gain or loss on disposals of fixed assets (125,150) (61,994) Impairments and losses 6,7,8 104 1,117 Gains or losses on disposals and others 6,7,8 (13,140) (5,051) Other results 5.a.i (112,114) (58,060) OPERATING PROFIT/(LOSS) (8,056) 93,711 Finance income 23f 9,666 5,335 From marketable securities and other financial instruments - From group and associated companies 7,914 3,762 - From third parties 776 947 Capitalisation of finance expenses 6-7 976 626 Finance expenses 23f (79,260) (94,903) - For debts with group and associated companies 15-19c (62,574) (69,835) - For debts with third parties (16,671) (25,019) - For the updating of provisions 21 (15) (49) Exchange differences 23f (12) (1) Impairment and net gain or loss on disposals of financial 11-23f 6,806 (16,150) instruments FINANCIAL RESULTS 23f (62,800) (105,719) PROFIT/(LOSS) BEFORE TAX (70,856) (12,008) 22 Income tax 50,884 6,718 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (19,972) (5,290) PROFIT/(LOSS) FOR THE YEAR (19,972) (5,290) |
CONTINUING OPERATIONS | Note | 2021 | 2020 |
|---|---|---|---|---|
(Expressed in thousands of euros)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Result of the profit and loss account | (19,972) | (5,290) | |
| Revenue and expenses directly allocated to equity | |||
| For cash flow hedges | 19c | 23,431 | (34,561) |
| Grants, donations and legacies received | 19d | 284 | 31 |
| For actuarial gains and losses | (6) | (50) | |
| Tax effect | (5,927) | 8,646 | |
| Total revenue and expenses directly allocated to equity |
17,782 | (25,934) | |
| Transfers to the profit and loss account | |||
| For cash flow hedges | 19c | 31,491 | 31,859 |
| Grants, donations and legacies received | 19d | (35,525) | (36,746) |
| Tax effect | 1,008 | 1,222 | |
| Total transfers to the profit and loss account | (3,026) | (3,665) | |
| TOTAL RECOGNISED REVENUE AND EXPENSES | (5,216) | (34,889) |
(Expressed in thousands of euros)
| Profit/(loss) | Negative results from |
Adjustments due to |
Grants, donations and |
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|---|---|---|---|---|---|---|---|---|---|---|
| Authorised | Share | for the | Capitalisation | Legal | Other | previous | changes in | legacies | ||
| capital | premium | fiscal year | reserve | Reserve | reserves | fiscal years | value | received | ||
| (Note 19.a) | (Note 19.b) | (Note 3) | (Note 19.b) | (Note 19.b) | (Note 19.b) | (Note 19.b) | (Note 19.c) | (Note 19.d) | TOTAL | |
| Balance as of 1 January 2020 | 1,500,000 | 1,100,868 | 1,421,326 | 133,714 | 300,000 | 1,921,037 | - | (94,333) | 373,002 | 6,655,614 |
| Total recognised revenue and expenses |
- | - | (5,290) | - | - | (37) | - | (2,026) | (27,536) | (34,889) |
| Other transactions with partners and shareholders |
- | - | - | - | - | (14) | - | - | - | (14) |
| Distribution of dividends | - | - | - | - | - | - | - | - | - | - |
| Distribution of profit/(loss) from the previous year |
- | - | (1,421,326) | 26,163 | - | 1,395,163 | - | - | - | - |
| Balance on 31 December 2020 | 1,500,000 | 1,100,868 | (5,290) | 159,877 | 300,000 | 3,316,149 | - | (96,359) | 345,466 | 6,620,711 |
| Total recognised revenue and expenses |
- | - | (19,972) | - | - | (4) | - | 41,191 | (26,431) | (5,216) |
| Other transactions with partners and shareholders |
- | - | - | - | - | (20) | - | - | - | (20) |
| Distribution of profit/(loss) from the previous year |
- | - | 5,290 | - | - | - | (5,290) | - | - | - |
| Other changes in equity | - | - | - | 4,299 | - | (4,299) | - | - | - | - |
| Balance on 31 December 2021 |
1,500,000 | 1,100,868 | (19,972) | 164,176 | 300,000 | 3,311,826 | (5,290) | (55,168) | 319,035 | 6,615,475 |
Notes 1 to 29 of the attached report are a comprehensive part of these annual accounts
| Note | 2021 | 2020 | |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES (I) | 252,170 | 164,227 | |
| Profit/(loss) for the year before tax | (70,856) | (12,008) | |
| Adjustments of the profit/(loss) | 853,073 | 815,575 | |
| Depreciation and amortisation of fixed assets | 6,7,8 | 715,550 | 721,370 |
| Valuation adjustments for impairment of trade receivables | 13 | 5,677 | 11,807 |
| Grants taken to income | 19d | (35,525) | (36,746) |
| Impairment of stakes in Group companies | 11.1 | (6,806) | 16,192 |
| Impairment of fixed assets | 6, 7 | (104) | (1,117) |
| Result for derecognitions and disposals of fixed assets | 13,140 | 5,050 | |
| Result for derecognitions and disposals of financial instruments | - | (42) | |
| Finance income | 23f | (9,666) | (5,335) |
| Finance expenses and exchange differences | 23f | 47,781 | 63,045 |
| Finance expenses settlement for financial derivatives | 23f, 15 | 31,491 | 31,859 |
| Change in provisions | (9,427) | 10,589 | |
| Deferred commercial discounts | 20 | 109,466 | - |
| Others | (8,504) | (1,097) | |
| Changes in current capital | (466,911) | (543,139) | |
| Inventories | 669 | 249 | |
| Debtors and other receivables | (469,038) | (382,467) | |
| Other current assets | (11,152) | (23,498) | |
| Creditors and other accounts payable | 31,988 | (104,457) | |
| Other current liabilities | (19,270) | (31,435) | |
| Other non-current assets and liabilities | (108) | (1,531) | |
| Other cash flows from operating activities | (63,136) | (96,201) | |
| Interest payments | (79,904) | (80,408) | |
| Interest charged | 7,858 | 4,423 | |
| Income tax (payments)/collections | 8,931 | (20,216) | |
| Other payments/(collections) | (21) | - | |
| CASH FLOWS FROM INVESTMENT ACTIVITIES (II) | (649,362) | (506,440) | |
| Payments for investments | (654,532) | (508,918) | |
| Group and associated companies | - | (4,586) | |
| Intangible fixed assets | (46,203) | (30,903) | |
| Property, plant and equipment | (605,801) | (458,850) | |
| Real estate investments | (1,565) | (76) | |
| Other financial assets | (963) | (14,503) | |
| Receipts for divestitures | 5,170 | 2,478 | |
| Group and associated companies | - | - | |
| Property, plant and equipment | - | - | |
| Other financial assets | 5,170 | 2,478 | |
| CASH FLOWS FROM FINANCING ACTIVITIES (III) | 638,996 | 1,334,103 | |
| Collections and payments through equity instruments | 192 | 192 | |
| Grants, donations and legacies received | 19d | 192 | 192 |
| Collections and payments through financial liability instruments | 638,804 | 1,333,911 | |
| Issue: | |||
| - Debts with credit institutions | 15b | 1,200,000 | 2,825,630 |
| - Others | 104,490 | 14,021 | |
| Refund and amortisation of: | |||
| - Bonds and similar securities | 15c | (55,000) | (104,000) |
| - Debts with credit institutions | 15b | - | (741,000) |
| - Debts with group and associated companies | 15a | (546,349) | (633,619) |
| - Other debts | (64,337) | (27,121) | |
| NET INCREASE/DECREASE OF CASH OR CASH EQUIVALENTS | 241,804 | 991,890 | |
| 1,141,265 | 149,375 | ||
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | |||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 1,383,069 | 1,141,265 |
(Amounts in thousands of euros unless otherwise stated)
Aena S.M.E., S.A. (hereinafter, the 'Company' or 'Aena') was incorporated by virtue of article 7 of Royal Decree-Law 13/2010, of 3 December, via which the Council of Ministers was empowered to incorporate the Company. The authorisation for the effective incorporation took place on 25 February 2011 in the agreement of the Council of Ministers of said date, in which the incorporation of the state trading company Aena Aeropuertos, S.A. was authorised, in accordance with the provisions of article 166 of Act 33/2003, of 3 November, on the Assets of Public Administrations (LPAP [Ley del Patrimonio de las Administraciones Públicas]).
On 5 July 2014, pursuant to article 18 of Royal Decree-Law 8/2014 (subsequently ratified by Act 18/2014), the name of Aena Aeropuertos, S.A. was changed to Aena, S.A., and the public business entity 'Aeropuertos Españoles y Navegación Aérea' was renamed as ENAIRE ('ultimate parent company' or 'parent').
As a consequence of the provisions of Act 40/2015, of 1 October, on the Legal System for the Public Sector, at the General Shareholders' Meeting held on 25 April 2017, the Company's corporate name was changed to 'Aena S.M.E., S.A.'.
The Company's corporate purpose is, in accordance with its Articles of Association, as follows:
In addition, the Company may engage in all commercial activities directly or indirectly related to its corporate purpose, including the management of airport facilities outside of Spain and any other ancillary and complementary activity that allows a return on investments.
The corporate purpose may be carried out by the Company directly or through the creation of trade companies and, specifically, the individualised management of airports may be carried out through subsidiary companies or through the concession of services.
The aforementioned Act 18/2014 also establishes the integrity of the airport network insofar as its survival ensures the mobility of citizens and economic, social and territorial cohesion in terms of accessibility, adequacy, suitability, sustainability and continuity. It sets out the framework to which the basic airport services are subject and the characteristics and conditions that said network must boast in order to guarantee the objectives of general interest. Thus, the closure or disposal of all or part of any facilities or airport infrastructure necessary to maintain the provision of airport services is prohibited, unless authorised by the Council of Ministers or the Ministry of Public Works. This authorisation can only be granted provided it does not affect the objectives of general interest that must guarantee said network or compromise its sustainability. The absence of authorisation will render closures or disposals null and void, in order to guarantee the complete maintenance of the state airport network. Airport charges, and their key elements, basic airport services and the framework to determine minimum standards of quality, capacity and conditions for the provision of services and investments required for compliance, as well as the conditions for recovering the costs of providing these basic airport services, have been defined (see Note 4p).
(Amounts in thousands of euros unless otherwise stated)
The incorporation of the Company was carried out through the issuance of 61 shares, each with a nominal value of €1,000, fully subscribed and paid by the public business entity 'Aeropuertos Españoles y Navegación Aérea', which was its sole shareholder at that time. The public business entity 'Aeropuertos Españoles y Navegación Aérea' will maintain, in any case, a majority of the Company's share capital under the terms established by article 7.1, paragraph two of Royal Decree-Law 13/2010, of 3 December, and may sell the rest in accordance with Act 33/2003, of 3 November, on the Assets of Public Administrations.
The registration in the Commercial Registry of the Company's incorporation was made based on the state-owned enterprise 'Aeropuertos Españoles y Navegación Aérea' Board of Directors' Resolution dated 23 May 2011. In this resolution, the contribution of activities to the Company (total assets, rights, debt and obligations associated with the implementation of airport and commercial activities, and other state services related to airport management, including air traffic services [hereinafter, the 'Activity']) and its valuation were approved. The valuation of the contributed activities was approved by said Board in accordance with the completed valuation report, resulting in an amount of €2,600,807,000. This valuation was performed using the equity value of the contributed line of activity at 31 May 2011 as a reference, in accordance with the accounting standards in force and in particular the General Accounting Plan approved by Royal Decree 1514/2007, of 16 November, subsequently amended by Royal Decree 1159/2010, of 17 September, and it complied with the requirements of Article 114 of the LPAP.
Subsequently, by means of the Agreement of the Council of Ministers dated 3 June 2011, in order to give substance to the Company's activity and in accordance with Article 9 of Royal Decree-Law 13/2010, of 3 December, an increase in the capital of the Company was approved. This capital increase was carried out through the contribution of non-monetary capital from the transferred line of activity.
Thus, all the assets and liabilities included in the non-monetary contribution were at net book value, except for the assets relating to investments in the equity of group, multi-group and associated companies, which were incorporated into the value of the consolidated Aena Group at 8 June 2011, the effective date of the transaction. Likewise, in accordance with valuation standards 4a and 4b, the assets corresponding to fixed assets were shown at their net book value at the time of the transaction, as broken down in the notes for intangible fixed assets and property, plant and equipment.
The contributed property, plant and equipment relates to rights of any type on the land, buildings and equipment at the airports managed or used by the activity, corresponding to the state-owned enterprise 'Aeropuertos Españoles y Navegación Aérea'. It also includes the use of rights on certain land located at airports, military airfields and air bases, corresponding to the state-owned enterprise 'Aeropuertos Españoles y Navegación Aérea'. The contributed rights refer to the following airports, airfields and air bases:
The Company's functional guardianship corresponds to the Ministry of Transport, Mobility and Urban Agenda, as well as the proposal to appoint one third of the members of the Board of Directors of Aena S.M.E., S.A., and it is the beneficiary of the expropriations linked to the infrastructures attributed to its management.
The registered office of Aena S.M.E., S.A. is located in Madrid (Spain), calle Peonías, 12, after the change thereof adopted by its Board of Directors on 30 October 2019.
Moreover, in the Council of Ministers of 11 July 2014, the public business entity ENAIRE was authorised to initiate procedures for the process of selling the share capital of Aena, S.A. and to dispose of up to 49% of its capital.
This process was completed when shares in Aena S.M.E., S.A. were admitted to trading on the four Spanish stock exchanges; they have been listed on the Spanish continuous market since 11 February 2015. It was first listed on the Madrid stock
(Amounts in thousands of euros unless otherwise stated)
exchange after the IPO for 49% of their capital, with a starting price of €58 per share. Later on, in June 2015, Aena joined the Ibex 35, an indicator that includes the top 35 Spanish companies listed on the stock exchange.
The Company is the head of a group of subsidiaries and, in accordance with current legislation, is required to draw up separate consolidated accounts. The consolidated annual accounts of the Aena Group ('Group'), for fiscal year 2020, were drawn up by the Board of Directors on 23 February 2021 and are deposited in the Madrid Trade Register. Said consolidated annual accounts for the Group have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU, hereinafter the 'IFRS') and the IFRIC interpretations in force as of 31 December 2020, as well as with the commercial legislation applicable to companies that prepare financial information in accordance with the IFRS.
The annual accounts are presented in thousands of euros, unless otherwise indicated, rounded to the nearest thousand, which is the functional and presentation currency of the Company. The use of rounded figures can, in some cases, lead to a negligible rounding difference in the totals or variations.
These annual accounts have been prepared in accordance with the regulatory financial information framework applicable to the Company, which is that established in:
The accompanying annual accounts have been obtained from the Company's accounting records and are presented in accordance with the applicable regulatory financial information framework and, in particular, with the accounting principles and criteria contained therein, so that they show the true and fair view of the equity, financial situation, results and cash flows of the Company during the year. These annual accounts, which were drawn up by the Board of Directors on 22 February 2022, will be submitted for the approval of the General Shareholders' Meeting, estimating that they will be approved without any modification.
These annual accounts have been presented taking into account all mandatory accounting principles and standards that have a significant effect on these annual accounts. There is no mandatory accounting principle that is no longer applicable.
In the preparation of the accompanying annual accounts, estimates made by the Company's administrators have been used to value some of the assets, liabilities, revenue, expenses and commitments recorded therein. These estimates basically refer to:
(Amounts in thousands of euros unless otherwise stated)
Some of these accounting policies require the application of a significant degree of judgement by management in selecting the appropriate assumptions to calculate these estimates. These assumptions and estimates are based on past experience, advice received from expert consultants, forecasts and other circumstances and expectations at year-end. Management's evaluation and agreement is taken into consideration with respect to the overall economic situation of the industry in which the Company operates, taking into account the future development of the business. Due to their nature, these judgements are subject to an inherent degree of uncertainty and, therefore, actual results could differ materially from the estimates and assumptions used, which would force us to make modifications of the estimate that were made, especially taking into account the added difficulties resulting from the ongoing situation in the current context derived from the COVID-19 pandemic. In such a case, the effect on the annual accounts caused by the modifications, which, if applicable, are the result of the adjustments to be made during the next years, would be recorded prospectively.
However, on the date these annual accounts were prepared, no relevant changes in short term estimates were expected, therefore, there are no significant perspectives for adjustments to the values of recognised assets and liabilities as of 31 December 2021 and 31 December 2020.
As mentioned, the preparation of the annual accounts requires making judgments in the process of applying the Company's accounting policies. In this regard, in the 2021 fiscal year, some of the most important judgements when applying the Company's accounting policies are as follows:
The situation caused by the pandemic, with successive waves and variants, and the measures adopted to combat it have resulted in a collapse of the global passenger volume in the sector that is historically unprecedented and, consequently, in the entire Spanish network of airports operated by Aena. The main international aeronautical bodies, such as ICAO, ACI and IATA, consider that the trend in air traffic recovery continues in 2022 but at a lower rate of recovery than that seen in 2021. In the medium to long term, these bodies estimate that Europe will not recover the 2019 activity levels until some point in the broad period between 2024 and 2027.
The progress of vaccination programmes in both Spain and other countries, the evolution of the epidemiologicalsituation and the relaxation of travel restrictions have allowed for an improvement in the behaviour of demand and the flights offered by airline companies as of May and during the summer months. However, this improvement has been curbed due to the emergence of the variant Omicron at the end of 2021, which has rapidly spread throughout the world (Note 5.a.1).
The evolution of the coming months will depend on the percentage of vaccination around the world, the immunity that is being achieved and the behaviour of any new variants of coronavirus that may appear. The confidence that passengers acquire in such a way that it is assumed that there is an acceptable level of safety, from the point of view of the pandemic, both when flying and in the conditions of the destination to which they are going to travel, will also be important.
In the current scenario, the Company's directors consider that despite uncertainty about the consequences of this exceptional process, which could have a fairly significant impact on the financial/equity situation of the Group, it has been reduced with respect to the previous year. In the current scenario, under no circumstances will the application of the going concern principle be put at risk given the Company's financial solvency and other conditions on which it is based, as well as the measures that have been taken in order to make a strong operational and economic adjustment, described in note 5, and those that could still be taken in the future if circumstances so require.
In compliance with current regulations, figures corresponding to the fiscal year ended on 31 December 2021 are presented for comparative purposes, as well as those for the fiscal year ended on 31 December 2020. During the fiscal year ended 31 December 2021, there were no significant changes in accounting criteria in comparison to the criteria applied in the 2020 fiscal year, with the exception of that outlined in the section 2.h of this note.
(Amounts in thousands of euros unless otherwise stated)
Certain entries on the balance sheet, the profit and loss account, the statement of changes in equity and the cash flow statement are presented in a grouped manner to facilitate their understanding. Although, to the extent that it is significant, the mandatory broken down information has been included in the corresponding notes to the report.
h) Information on the first application of Royal Decree 1/2021, of 12 January, which modifies, among others, the General Accounting Plan approved by Royal Decree 1514/2007, of 16 November.
Royal Decree-Law 1/2021, of 12 January, modifies, among others, the General Accounting Plan approved by Royal Decree 1514/2007, of 16 November, in order to continue with the process of converging the Spanish accounting regulations with the international accounting standards adopted by the European Union (IFRS-EU).
The main amendments introduced by the 2021 accounting reform are intended to adapt Spanish regulations to the contents of the new Financial Reporting Standards adopted by the European Union on revenue from contracts with customers (IFRS-EU 15) and financial instruments (IFRS-EU 9). In this way, the Royal Decree introduces important changes and, the most important ones are made to registration and valuation standard 9 'Financial instruments' and 14 'Revenue from sales and rendering of services', as well as in the information to be included in the report on these transactions.
The modifications are applicable to fiscal years beginning on or after 1 January 2021.
Information on the first application of the changes introduced to registration and valuation standard 9 'Financial instruments'.
The new criteria for the classification and valuation of financial instruments provided for in Royal Decree 1/2021, of 12 January, which are included in Note 4, and assume a modification with respect to those applied in previous years, are applicable as of 1 January 2021.
Following the rules contained in section 6 of the second transitory provision, the criteria followed by the Company for the first application of the modifications of the General Accounting Plan on the subject of classification and valuation of financial instruments, have been the following:
The reconciliation on the date of first application between each class of financial assets and liabilities and the initial categories, in accordance with the previous regulations and the final categories corresponding to them according to the new criteria, as well as their respective book values, is as follows:
(Amounts in thousands of euros unless otherwise stated)
| in thousands of euros | At 31/12/2020 | At 01/01/2021 | ||
|---|---|---|---|---|
| FINANCIAL ASSETS | Initial Category | Book Value | Final Category | Book Value |
| Equity instruments | Investments in group and associated companies | 165,032 Financial assets at cost | 165,032 | |
| Trade and other receivables | Loans and receivables | 1,117,096 Financial assets at amortised cost 1,117,096 | ||
| Other Financial Assets | Investments held until maturity | 94,424 Financial assets at amortised cost | 94,424 | |
| Cash and cash equivalents | Cash and cash equivalents | 1,141,265 Financial assets at amortised cost 1,141,265 | ||
| Total Financial Assets | 2,517,816 | 2,517,816 | ||
| Non-current Financial Assets | 633,194 | 633,194 | ||
| Current Financial Assets | 1,884,622 | 1,884,622 |
The financial assets that, according to the previous regulations, were classified in the portfolio of 'Loans and receivables', 'Investments held until maturity' and 'Cash and cash equivalents', have been classified in the portfolio of 'Financial assets at amortised cost', according to the new criteria.
Likewise, according to the new applicable criteria, shares in companies of the group and associated companies have been classified in the 'Financial assets at cost' portfolio.
| in thousands of euros | At 31/12/2020 | At 01/01/2021 | ||
|---|---|---|---|---|
| FINANCIAL LIABILITIES | Initial Category | Book Value | Final Category | Book Value |
| Bonds and other negotiable securities | Debits and items payable | 55,000 | Financial liabilities at amortised cost | 55,000 |
| Debts with credit institutions | Debits and items payable | 2,727,101 | Financial liabilities at amortised cost | 2,727,101 |
| Debts with group and associated companies | Debits and items payable | 4,721,680 | Financial liabilities at amortised cost | 4,721,680 |
| Other Debits | Debits and items payable | 601,288 | Financial liabilities at amortised cost | 601,288 |
| Total Financial Assets | 8,105,069 | 8,105,069 | ||
| Non-current Financial Liabilities | 6,978,477 | 6,978,477 | ||
| Current Financial Liabilities | 1,126,592 | 1,126,592 |
The financial liabilities that, according to the previous regulations, were classified in the 'Debits and items payable' portfolio have been classified in the 'Financial liabilities at amortised cost' portfolio, according to the new criteria.
In short, the new criteria applied have not implied a change in the recording and valuation criteria applicable to financial instruments, therefore, the adaptation to the new regulations has not implied an equity impact for the Company, resulting in the same book values of financial assets and liabilities according to the initial and final valuation category.
The new criteria for hedge accounting provided for in Royal Decree 1/2021, of 12 January, which are included in Note 4, and assume a modification with respect to those applied in previous years, are applicable as of 1 January 2021.
The hedge relationships contracted by the Company at the end of the 2020 fiscal year covered the interest rate risk in cash flows through variable to fixed interest rate swaps. These hedging operations met the hedge accounting requirements established in the previous wording of the General Accounting Plan and also meet the requirements established in the wording given by RD 01/2021, of 12 January, after taking into account any new rebalancing of the hedge relationship at the time of the transition. Therefore, they have been considered as a continuation of the hedging relationships.
Therefore, in accordance with the new criteria, the derivative financial instruments contracted by the Company on the date of first application of the amendment to the General Accounting Plan established by Royal Decree 1/2021, of 12 January, continue to consider hedging operations, therefore, there are no changes in terms of the new applicable recording and
(Amounts in thousands of euros unless otherwise stated)
valuation standards, and their recording is appropriate in accordance with the hedge accounting without this having had a financial impact on the transition date.
In accordance with the changes introduced to recording and valuation standard 10 of the General Accounting Plan, both the goods, services and other assets included in the inventories, will be valued at cost, except for intermediaries that trade with listed raw materials, who may value their inventories at fair value minus sales costs.
As established in the first transitory provision of Royal Decree 1/2021, of 12 January:
This modification has entailed the transposition of IFRS 15 'Ordinary revenue from contracts with customers' to the national accounting regulations by modifying recording and valuation standard 14 of the General Accounting Plan and the publication of the ICAC (Spanish Accounting and Audit Institute [Instituto de Contabilidad y Auditoría de Cuentas]) Resolution of 10 February 2021, which dictates standards for the recording, valuation and preparation of annual accounts for the recognition of revenue from the delivery of goods and the provision of services. Note 4 details the recording and valuation criteria applied by the Company.
The most significant part of the Company's revenue that is affected by the first application of the new criteria comes from the airport services rendered, which correspond mainly to the use of airport infrastructure by airlines and passengers and are attributed to losses and profits based on the accrual criterion, that is, when the actual flow of goods and services that they represent occurs, regardless of the moment in which the monetary or financial exchange arising from them occurs. The Company's aeronautical customers receive and simultaneously consume the benefits of the company's performance as it executes it, in such a way that no change is observed in terms of the valuation or determination of the time of recognition and from which the Concession Company has a present right to collect payment for the service.
The Company has carried out an analysis in which it has concluded that the implementation of this standard has no significant effect on the operations it carries out, without any adjustments being identified on the equity situation at the opening of the fiscal year 2021.
However, the amendment to the General Accounting Plan established in Royal Decree 1/2021, of 12 January, as well as the Resolution of 10 February 2021 of ICAC, which dictates standards for the recording, valuation and preparation of the annual accounts for the recognition of revenue from the delivery of goods and the provision of services, includes presentation requirements and information that are more detailed than in the previous standards.
These new information requirements on revenue recognition represents a substantial change with respect to what was previously requested, given that the volume of breakdowns required in the Company's financial statements has increased, expanding the breakdowns corresponding to the judgements made with respect to the identification of performance obligations and other aspects of the standard (Note 23).
(Amounts in thousands of euros unless otherwise stated)
The application of profits for the 2021 fiscal year proposed by the Board of Directors to the General Shareholders' Meeting is as follows:
| Thousands of euros |
|
|---|---|
| Allocation basis: | |
| Losses for the year | (19,972) |
| Distribution: | |
| To losses from previous fiscal years | (19,972) |
The Board of Directors of Aena S.M.E., S.A., in its meeting dated 23 February 2021, agreed to the following application of profit for the fiscal year 2020:
| Thousands of euros |
|
|---|---|
| Allocation basis: | |
| Losses for the year | (5,290) |
| Distribution: | |
| To losses from previous fiscal years | (5,290) |
In 2019, at the General Shareholders' Meeting, the Board of Directors also proposed a reclassification of voluntary reserves to the capitalisation reserve, amounting to €4.299 million. This reclassification results from the criteria of the Spanish Tax Agency (AEAT) on the manner of calculating the equity increase in order to apply a capitalisation reserve reduction in Corporate Tax for fiscal year 2018, once this possibility had been consulted with AEAT within the framework of the Code of Best Tax Practices (Note 19.b).
The Company's reserves designated as freely distributed, as well as the profit for the fiscal year, are subject, however, to limitations on their distribution only if the value of the equity is not, possibly as a result of the distribution, less than the share capital.
The main recording and valuation standards used to prepare the Company's annual accounts, in accordance with the provisions of the General Accounting Plan, have been the following:
The items of intangible fixed assets are accounted for in the assets entry of the balance sheet at their acquisition price, production cost or market assignment value corrected by the amortisation and impairment losses they have experienced.
The 'Development expenses' are individualised by projects, and they are activated based on studies that support their viability and economic profitability, and which are reviewed annually during the project development period. In the event of any change in the circumstances that enabled a project to be capitalised, the accumulated cost is allocated to revenue.
Under the heading 'Software', the Company collects the amounts paid in relation to the acquisition and development of computer programs. Software maintenance costs are recorded in the profit and loss account for the fiscal year in which they are incurred.
As 'Other intangible fixed assets', the Company mainly activates the airport master plans and the studies associated with them, which are amortised over a period of eight years.
The master plans are resources controlled by the Company from which legal rights are derived, given that they are required by law and approved by the Ministry of Public Works.
(Amounts in thousands of euros unless otherwise stated)
Concession agreement, regulated asset
The sectoral plan of concession companies of public infrastructure regulates the treatment of service concession contract agreements, defining these as those under which the grantor entrusts construction to a concession company, as well as the improvement, and use of infrastructures intended for the provision of public services of an economic nature during the time period set forth in the agreement, obtaining the right to receive compensation in exchange.
All concession agreements must meet the following requirements:
In these concession agreements, the concession company acts as a service provider, specifically, on the one hand, of construction or infrastructure improvement services, and on the other, of operation and maintenance services during the period of the agreement. The consideration received by the concession company regarding the construction or infrastructure improvement service is accounted for at the fair value of this service, and may be recorded as:
The right of access to the infrastructure in order to provide the operation service that the grantor awards to the concession company, will be accounted for by the latter as an intangible fixed asset, in accordance with recording and valuation standard 5 'Intangible fixed assets' of the General Accounting Plan.
If there is no consideration, the balancing entry will be recognised in accordance with the provisions of recording and valuation standard 18 'Grants, donations and legacies' of the General Accounting Plan.
If there is consideration, and it is substantially less than the fair value of the aforementioned right, the difference will be treated in accordance with the provisions of the preceding paragraph.
In any case, it will be understood that there is consideration and that it corresponds to the fair value of the aforementioned right, so long as the assignment of the infrastructure is included within the conditions of a tender in which the concession company undertakes to make an investment or deliver another type of consideration in exchange for the right to use either the pre-existing infrastructure alone or the aforementioned infrastructure together with the new built infrastructure.
Subsequent costs incurred in intangible fixed assets are recorded as expenses, unless the expected future economic profits of the assets increase.
For each intangible fixed asset acquired, the Company evaluates whether the useful life is finite or indefinite. For these purposes, it is understood that an intangible fixed asset has an indefinite useful life when there is no foreseeable limit for the period during which it will generate the entry of net cash flows.
The Company has no intangible assets with an indefinite useful life.
With regard to intangible asset items with a finite life, amortisation is calculated according to the straight-line method based on the useful life of the different assets, using the following percentages:
(Amounts in thousands of euros unless otherwise stated)
| Years | |
|---|---|
| Operational | 4 |
| Software | 6 |
| Other intangible fixed assets | 4–8 |
For these purposes, the amortisable amount is understood as the acquisition cost less, if applicable, its residual value.
The Company reviews the residual value, useful life and amortisation method of intangible fixed assets at the end of each fiscal year. The modifications to the initially established criteria are recognised as a change of estimate.
Assets that have an indefinite useful life or intangible assets that are not in a condition to be used are not subject to amortisation/depreciation and are tested annually for impairment. Property, plant and equipment and intangible assets subject to depreciation/amortisation are submitted for impairment reviews provided that some event or change in circumstances indicates that their book value may not be recoverable. Impairment losses are recognised for asset book values that exceed their recoverable amount. The recoverable amount is determined as the fair value less selling costs or value in use, whichever is higher. Aena S.M.E., S.A. views all its assets as cash flow generators. In order to evaluate impairment losses, assets are grouped at the lowest level for which there are separate identifiable cash flows (cash-generating units), separating for that purpose the cash-generating unit from the national network of airports and each of the assets that are part of the real estate segment.
The Company considers that the airport network, composed of all Spanish airports managed by the Company, is considered a single cash-generating unit, which includes revenues derived from both the aeronautical activity as well as from the commercial activity of the airports, given the high interdependence of both their revenues and the existence of a single asset that both activities share due to the legal impossibility of disposing of, selling or spinning-off the airport assets. On the other hand, for the same reasons, the activity corresponding to the 'parking network' is part of the 'airport network' cashgenerating unit and segment, within the 'Commercial' subsegment.
With regard to the calculation of the recoverable value of the cash-generating unit, the procedure implemented by Company's management to perform impairment tests at the cash-generating unit level, where appropriate, is as follows:
Traditionally, Management prepares an annual business plan, generally covering a space of four years, including the current fiscal year. However, considering the existing uncertainty as a result of COVID-19, it has been deemed more appropriate to extend the forecast period to 2027, considering that, in any case, air traffic should return to normal levels by around 2025.
Additionally, and considering that the current changing environment greatly hinders and imposes clear limitations on the ability to make estimates regarding the consequences that this crisis may have for the business, a meticulous evaluation of the foreseeable scenarios has been carried out. In this sense, for the purposes of the sensitivity analysis of the calculation of the recoverable amount, and in addition to the scenario explained above, which is considered the base scenario for determining the recoverable amount, a more pessimistic scenario in which traffic recovery would occur around 2026 has been considered. The main components of the business plan, which is the basis of the impairment test, are as follows:
These forecasts take into account the financial forecasts included in the Airport Regulation Document (DORA II) for the period 2022-26 (see Note 5). Other variables that influence the recoverable value calculation are:
The business plans are prepared based on the best estimates available (see Note 7).
Losses related to the impairment of the value of the CGU initially reduce, where appropriate, the value of the goodwill assigned to it and subsequently of the other assets of the CGU, prorated according to the book value of each of the assets, with the limit for each of them being the higher of their fair value minus the costs of transfer or disposal by other means, their value in use and zero.
(Amounts in thousands of euros unless otherwise stated)
The possible reversal of impairment losses affecting the value of non-financial assets that suffer an impairment loss is analysed on all dates on which financial information is reported. When an impairment loss is subsequently reversed, the book value of the cash-generating unit is increased up to the limit of the book value that the unit's assets would have had at that time if the impairment had not been recognised. This reversal is classified in the same line in which the impairment loss was originally recognised.
With respect to real estate investments, the Company estimates the impairments based on the fair value obtained from the appraisal of the independent expert. The methodology used to determine the fair value of the assets is detailed in Note 8.
Items of property, plant and equipment are valued at the acquisition cost, production cost or value of the non-monetary contribution corrected by the accumulated depreciation and impairment losses experienced, if any, according to the criteria mentioned in the previous note.
Subsequent additions are valued at their acquisition price, which includes all necessary costs until the asset is in operation.
The Company activates, as the greatest value of the fixed assets, the initial estimate of the costs to repair the site to its original condition, when they constitute obligations incurred by the Company as a result of using the item.
Interest and other financial charges incurred directly attributable to the acquisition or construction of assets at the different airports, which must require a period of at least 12 months to be in operating conditions, are considered to be the highest cost thereof. The capitalisation of interest is carried out through the 'Finance income-Activation of finance expenses' item of the profit and loss account.
The replacements or renewals of complete items that increase the useful life of the good, or its economic ability, are accounted for as the greatest amount of the property, plant and equipment, with the consequent accounting removal of the replaced or renewed elements.
Regular maintenance, conservation and repair expenses are charged to revenue, following the principle of accrual, as cost for the fiscal year in which they are incurred.
The Company depreciates its property, plant and equipment once it is in conditions of use following the straight-line method, distributing the book value of the assets among the years of estimated useful life, except in the case of lands considered indefinite useful life assets and not depreciated. The useful life of the different goods is as follows:
| Years | |
|---|---|
| Buildings | 12–51 |
| Technical facilities | 4–22 |
| Machinery | 5–20 |
| Other facilities | 6–12 |
| Furniture | 4–13 |
| Other fixed assets | 5–7 |
(Amounts in thousands of euros unless otherwise stated)
The breakdown of the elements of property, plant and equipment that are classified as Constructions is as follows:
| | Buildings | 30-51 years |
|---|---|---|
| | Conditioning | 12 years |
| | Airport civil engineering works | 25-44 years |
| | Housing Development | 20 years |
Within the category of buildings, it includes mainly passenger and goods terminals, hangars, control towers, high-rise parking lots and buildings. The airport civil works comprise the flight runways, rolling streets and exits, parking aprons and waiting decks. Urban development mainly includes urban infrastructure, car parks, greenery, exterior lighting and roads.
The real estate corresponding to airports is depreciated following the straight-line method based on their useful life, and the years of useful life are specified below:
| Years | |
|---|---|
| Passenger and cargo terminals | 32–40 |
| Airport civil engineering works | 25–44 |
| Terminal equipment | 4–22 |
| Passenger transport between terminals | 15–50 |
| Airport civil engineering equipment | 15 |
Real estate investments consist of land, buildings, other structures and areas outside the airport terminals that are held to obtain non-current income and are not occupied by the Company. The items included under this heading are measured at acquisition cost less their corresponding accumulated depreciation and any impairment losses.
The Company recognises and values real estate investments following the criteria established for property, plant and equipment.
The straight-line method is used to calculate the depreciation of real estate investments, based on their estimated years of useful life.
| Years | |
|---|---|
| Buildings and warehouses | 32–51 |
| Technical facilities | 15 |
The inventories include the spare parts and diverse materials existing in the central warehouses and in the logistics support warehouse. They are initially valued at acquisition price (weighted average price). Commercial discounts, reductions obtained, other similar items and interest incorporated into the nominal amount of the debits are deducted in the determination of the acquisition price. The acquisition price is determined based on the historical price for the items identified in the purchase orders. Subsequently, if the replacement cost of the inventories is lower than the acquisition price, the corresponding valuation adjustments are made. If the circumstances that caused the value correction of the inventories cease to exist, the correction amount is subject to reversal.
The greenhouse gas emission allowances received free of charge in accordance with the corresponding allocation plans have been recorded under the 'Inventories' heading of the attached statement of financial position, as established in the first additional provision of Royal Decree 602/2016, of 2 December. Their valuation is carried out at the prevailing market price at the start of the period for which they are granted, and they are recorded as a grant balancing entry within the 'Grants, donations and legacies received' heading of Equity. The allocation to results is made based on the effective consumption of the emission allowances. Following the latest applicable provisions, the greenhouse gas emission allowances acquired from third parties are recorded in inventories. The allowances are initially valued at the acquisition price, and assessed at the end of the fiscal year on whether the market value is below their book value for the purpose of determining whether there is evidence of impairment. If applicable, it is determined whether those rights will be used in the production process or intended for sale, in which case, the appropriate valuation corrections would be made. Such
(Amounts in thousands of euros unless otherwise stated)
corrections will be voided to the extent that the causes underlying the emission allowances' value correction cease to exist.
Expenses derived from the consumption of greenhouse gas emission allowances are recorded in the 'Variance in inventories' heading of the profit and loss account, based on the difference between the closing balance and opening balance of the inventories that arise as the greenhouse gases are being emitted.
At the end of the fiscal year, the estimated amount of unpurchased rights according to the best estimate of consumption produced in the year is recorded in 'Purchases of supplies' with a corresponding entry in a provision for risks and expenses, which will be maintained until the moment in which the National Registry for Greenhouse Gas Emission Allowances (RENADE [Registro Nacional de Derechos de Emisión]) informs the company of the actual consumption, so that it can deliver the necessary rights once acquired and apply the provision.
Note 17 of this report includes detailed information about the emission allowances received and consumed in the current fiscal year.
Leases are classified as financial leases provided that the conditions thereof substantially transfer, to the lessee, the risks and rights inherent to the ownership of the asset covered in the contract. All other leases are classified as operating leases.
i. The Company acts as lessee
In financial leasing transactions in which the Company acts as lessee, the cost of the leased assets is reported in the balance sheet according to the nature of the asset that is the purpose of the agreement as well as, simultaneously, a liability for the same amount. Said amount will be the lesser of the fair value of the leased property and the current value at the beginning of the lease of the minimum agreed amounts, including the purchase option, when there are no reasonable doubts about it being exercised. The calculation will not include contingent fees, service costs and the taxes charged by the lessor. The total financial burden of the contract is allocated to the profit and loss account of the fiscal year in which it is accrued, applying the effective interest rate method. Contingent fees are recognised as expenses for the period in which they are incurred. During this fiscal year and the last, there are no operations in which the company acts as lessee in financial leasing contracts.
The lessee will apply the corresponding amortisation/depreciation, impairment and derecognition criteria to the assets that have to be recognised in the balance sheet as a consequence of the lease, according to their nature.
In financial leasing transactions in which the Company acts as lessor, at the initial time thereof, a credit is recognised for the current value of the minimum payments to be received for the lease plus the residual value of the asset, discounted at the implicit interest rate of the contract. The difference between the credit recorded in the asset and the amount receivable, corresponding to interest not accrued, is allocated to the profit and loss account of the fiscal year as they accrue, according to the effective interest rate method. Contingent charges are expenses for the fiscal year in which they are incurred. The corresponding lease obligations, net of financial burdens, are included in 'Financial leasing creditors'.
The expenses derived to the operating lease agreements are recorded in the profit and loss account in the fiscal year in which they are accrued.
Any collection or payment that could be made when contracting an operating lease is treated as an advance collection or payment that is attributed to results throughout the lease period, as the benefits of the leased asset are transferred or received.
The income and expenses corresponding to the operating lease agreements are recorded in the profit and loss account in the
(Amounts in thousands of euros unless otherwise stated)
fiscal year in which they are accrued. Any collection or payment that could be made when contracting an operating lease is treated as an advance collection or payment that is attributed to results throughout the lease period.
On 19 February 2021, the ICAC responded to a query about the accounting treatment to be given to the rent reductions agreed in a business premises lease agreement due to the extraordinary measures adopted by the Government to address the effects of the COVID-19 health crisis.
According to said consultation, in the exceptional context caused by COVID-19, when the lessee and lessor have reached an agreement to reduce rent, instead of qualifying this discount for accounting purposes as an incentive to lease, a circumstance that would lead to deferring the reduction in the remaining period of the contract, it would also be possible to consider that the economic event triggering the decrease in the price of the right of use assignment is not related to subsequent fiscal years, but rather to the current economic situation. This circumstance would lead to said agreement not being qualified as an incentive for the lease but as a temporary adjustment of the rent to the ongoing economic situation and grant it, as a result, the treatment established for contingent rent.
As a result, the ICAC has proposed an accounting policy option for the treatment of lease amendments from the point of view of the lessor and lessee.
The Company maintains various lease agreements or assignment of business premises for carrying out commercial activities in airports with different private operators. Generally, agreements signed with commercial operators establish the accrual of variable rent calculated based on the lessee's sales and a minimum annual guaranteed rent (hereinafter MAG) during the term of the lease.
As a result of the impact on commercial activities in airports caused by the COVID-19 health crisis and the measures adopted by public authorities to deal with it, Aena began negotiations with commercial operators in the last few months of 2020 to identify and agree on possible changes to the contractual conditions, including the fixed rent and the MAG, which helped mitigate the situation.
During 2021, some agreements were reached, formalizing the corresponding contractual modifications that, mainly, have implied reductions in the MAG established in the contracts for the years 2020 and 2021.
Following the accounting policy option indicated, these rent reductions have been assimilated, for accounting purposes, to a lease incentive. Therefore, the discounts granted by the Company to its commercial operators in the lease payments accrued in periods prior to the date of formalising the corresponding contractual modifications are recorded in the balance sheet in accrual accounts and are allocated to the result, reducing the commercial revenue through a linear distribution system, during the remaining term of the contracts.
Additionally, the MAG established in the commercial lease agreements executed between Aena and its commercial operators, accrued between 15 March 2020 (start date of the first state of emergency in Spain) and 3 October, have been modified as a result of the effective date, dated 3 October 2021, of the 7th Final Provision of Act 13/2021, of 1 October, which amends Act 16/1987, of 30 July, pertaining to Land Transport Management (hereinafter DF7 [disposición final 7ª] of Act 13/2021).
Although this reduction in rent was eventually imposed by the DF7 of Act 13/2021, given that this is law was issued in the context of measures to address the effects of the COVID-19 health crisis, Aena considers that the aforementioned response from the ICAC is applicable to record the accounting impact. Therefore, for accounting purposes, it is possible to assimilate the reduction of the contractual rents, which is a result of the aforementioned provision, to an incentive to lease agreements. As a result, given the accounting criterion described, the total incentive to lease agreements accrued from 15 March 2020 until 2 October 2021, both days included, has been recorded in accrual accounts and is allocated on a straight-line basis to the income statement prospectively during the remaining validity period of each contract, from the effective date of contractual modification, 3 October 2021.
Therefore, in exercising the option indicated, Aena S.M.E., S.A. has opted to consider, for accounting purposes, the reductions in lease payments resulting from contractual modifications due to the pandemic as incentives to leasing. In this way, the concessions granted that arise directly from the adverse situation caused by COVID-19 are allocated to the income statement prospectively using a linear distribution system throughout the remaining periods of the contract (see Note 5.a.i).
The registration and valuation rules for financial instruments applied up to 31 December 2020, in accordance with the General Accounting Plan in force up to that date, were as follows:
The Company recognised financial instruments when it became bound by the legal contract or business in accordance with its provisions. Debt instruments were recognised from the date on which the legal right to receive, or the legal obligation to pay, arises. Financial liabilities were recognised on the contracting date.
(Amounts in thousands of euros unless otherwise stated)
Financial instruments were classified at the time of their initial recognition as a financial asset, a financial liability or an equity instrument, in accordance with the economic fund of the contractual agreement and the definitions of each instrument. Therefore, according to their characteristics and to the Company's intentions at the time of their initial recognition, the Company classified the financial instruments into:
The Company's financial assets were classified into the following categories:
If there is objective evidence that the book value is not recoverable, the appropriate valuation adjustments would be made for the differences between the book value and the recoverable amount, which is understood as the highest amount between its fair value minus sales costs and the value in use.
The Company's financial liabilities were classified in the Debits and accounts payable category.
Debits and accounts payable correspond to liabilities that originate from the purchase of goods and services for the company's commercial operations, or also those that, without having a commercial origin, cannot be considered derivative financial instruments.
They are initially valued at fair value, adjusted for directly attributable transaction costs. Subsequently, for their amortised cost.
However, trade payables maturing in no more than one year and that have no contractual interest rate, as well as the disbursements required by third parties on participations, the amount of which is expected to be paid in the short term, were valued at their nominal value, when the effect of not updating the flows was not significant.
Financial instruments were used, mainly, to hedge interest rate variations. The Company documented the hedging relationships and verified that the hedging was effective at the end of each fiscal year, that is, that the changes in cash flows of the hedged item were almost completely offset by those of the hedging instrument and that, retrospectively, the results of the hedging ranged between a variation of 80 to 125% with respect to the result of the hedged item.
Derivative financial instruments were recorded as assets or liabilities, depending on their sign, at their fair value, plus, where applicable, the transaction costs directly attributable to their contracting, with a balancing entry in the 'Hedging transactions' account of equity, until they matured, at which time they were allocated to the profit and loss account at the same time as the hedged item. However, the transaction costs were subsequently recognised in results, to the extent that they were not part of the effective variation of the hedge. The accounting of hedges was interrupted when the hedge instrument matured or was sold, or when it stopped meeting the hedge accounting criteria.
As a result of the entry into force of Royal Decree-Law 1/2021, of 12 January, which modifies, among others, the General Accounting Plan approved by Royal Decree 1514/2007, of 16 November, the Company has proceeded to modify the registration and valuation rules of financial instruments as indicated below:
(Amounts in thousands of euros unless otherwise stated)
The Company classifies financial instruments at the time of their initial recognition as a financial asset, a financial liability or an equity instrument, in accordance with the economic fund of the contractual agreement.
It recognises a financial instrument when it becomes a mandatory part of the contract or legal business in accordance with the provisions thereof, either as issuer or as holder or acquirer thereof.
The financial assets held by the Company are classified in the categories of Financial assets at amortised cost and Financial assets at cost.
This category includes financial assets for which the Company maintains its investment within the framework of a business model with the aim of receiving cash flows derived from the execution of the contract, and where the contractual conditions of the asset give rise, on specified dates, to cash flows that are only collections of principal and interest on the amount of the outstanding principal (SPPI).
In general, the following are included in this category:
The business model is determined by the Management of the Company and at a level that reflects the way in which they jointly manage groups of financial assets in order to achieve a specific business objective. The Company's business model represents the way in which it manages its financial assets to generate cash flows.
These financial assets are initially valued at their fair value, including transaction costs that are directly attributable to them, and subsequently at their amortised cost, with the interest accrued being charged to the profit and loss account by applying the effective interest rate method. Notwithstanding the foregoing, the credits for commercial transactions maturing in no more than one year and that have no contractual interest rate are valued at their nominal value, provided that the effect of not updating the cash flows is not significant.
The book value of financial assets is corrected by the Company with the difference charged to the profit and loss account when there is objective evidence that an impairment loss has occurred as a result of one or more events that have occurred after the initial recognition of the asset and that the event or events causing the loss have an impact on the estimated future cash flows of the financial asset or group of financial assets, which can be reliably estimated.
In order to determine impairment losses of financial assets, the Company evaluates the possible losses of both individual assets and groups of assets with similar risk characteristics.
With respect to assets at amortised cost, there is objective evidence of impairment when, after their initial recognition, an event occurs that implies a negative impact on their estimated future cash flows.
The Company considers, as impaired assets (doubtful assets), those debt instruments for which there is any objective evidence of impairment, which may refer primarily to the existence of any unpaid debts, non-compliance, refinancing or the existence of any data that demonstrates the possibility of not recovering all the future cash flows agreed or the possibility of a delay in their collection.
In the case of financial assets valued at their amortised cost, the amount of the impairment losses is equal to the difference between their book value and the present value of estimated future cash flows that they are expected to generate, discounted at the effective interest rate at the time of the initial recognition of the asset. For trade and other receivables, the Company considers, as doubtful assets, those balances that have overdue items for which there is no certainty of collection and the balances of companies that have requested a bankruptcy of creditors.
Valuation adjustments, as well as their reversal, if applicable, are recognised in the profit and loss account. The impairment reversal is limited to the book value of the financial asset that would be recorded on the date of reversal if the impairment had not been recorded.
(Amounts in thousands of euros unless otherwise stated)
The Company derecognises financial assets when the rights to the cash flows of the corresponding financial asset expire or have been surrendered and the risks and benefits inherent in its ownership have been substantially transferred.
Financial assets at cost: the following investments are included in this category:
Investments in the equity of group, associated and multigroup companies: group companies are considered those related to the Company by a control relationship, directly or indirectly through subsidiaries, and associated companies are those over which the Company exercises a significant influence over, directly or indirectly through subsidiaries. Furthermore, the multigroup category includes those Companies over which joint control with one or more partners is exercised, by virtue of an agreement. The investments were recognised at the value of the consolidation made on the date of the non-monetary contribution (Note 1).
If there is objective evidence that the book value is not recoverable, the appropriate valuation adjustments will be made for the differences between the book value and the recoverable amount, which is understood as the highest amount between its fair value minus sales costs and the value in use.
In this regard, value in use is calculated based on the Company's share in the present value of the estimated cash flows from ordinary activities and the final disposal, or of the expected estimated flows from the distribution of dividends and final disposal of the investment.
However, and in certain cases, except in the event of better evidence of the recoverable amount of the investment, in the impairment test of this class of assets, the equity of the participating company is taken into consideration, adjusted, where appropriate, to the accounting principles and standards generally accepted in the Spanish regulations that are applicable, corrected by the net tacit capital gains existing on the date of the valuation. If the participating company forms a subgroup of companies, the net equity derived from the consolidated annual accounts is taken into account, in the event they are formulated and, otherwise, the net equity of the individual annual accounts.
The valuation adjustment and, where appropriate, its reversal, is recorded in the profit and loss account in the fiscal year in which they occur.
The valuation correction for impairment of the value of the investment is limited to the value of the investment, except in those cases in which contractual, legal or implicit obligations have been assumed by the Company, or payments have been made on behalf of the companies. In the latter case, a provision is recognised in accordance with the criteria set out in section j (provisions).
Equity loans: those loans granted by the Company that have the following characteristics will be considered as equity loans:
a) The Company, as lender, receives a variable interest that is determined based on the performance of the borrower company's activity. The criterion for determining said performance may be net profit, turnover, total equity or any other that the contracting parties freely agree. Additionally, a fixed interest could be agreed regardless of the performance of the activity.
b) The contracting parties may agree on a penalty clause in the case of early amortisation. In any case, the borrower may only amortise the equity loan in advance if such amortisation is offset by an increase of the same amount of its own funds and provided that it does not come from the updating of assets.
c) In terms of order of credit preference, equity loans are placed after common creditors.
d) Equity loans shall be considered net equity for the purposes of capital reduction and liquidation of companies provided for in commercial legislation.
The equity loans that have interest of a contingent nature due to being referenced as non-financial variables of the borrower company, such as sales, EBITDA, profits or the performance of the company's activity, are valued at their cost, which is equivalent to the fair value of the consideration delivered or received, adjusted by the transaction costs at the initial time, both for the borrower and the lender. The transaction costs are allocated on a straight-line basis during the term of the loan and the finance income through the accrual criterion.
(Amounts in thousands of euros unless otherwise stated)
The financial asset is subsequently subject to general impairment criteria. Said corrections are calculated as the difference between their book value and the recoverable amount, understood as the greater amount between their fair value minus the cost of sales and the current value of the best estimate of future cash flows to be collected, whether these are contingent or unforeseen, discounted at an appropriate market rate.
Financial assets are reclassified when the business model is modified for management or when it meets or ceases to meet the criteria to be classified as an investment in group, multigroup or associated companies or the fair value of an investment ceases to become or becomes reliable, except for equity instruments classified at fair value with changes in equity, which cannot be reclassified.
Assets designated as hedged items are subject to the valuation requirements of hedge accounting.
The financial liabilities assumed or incurred by the Company are classified in the category of financial liabilities at amortised cost that correspond to those debits and items payable, which the Company has and that have originated from the purchase of goods and services for company traffic transactions, or those that, without having a commercial origin, are not derivative instruments, originate from loans or credit transactions received by the Company.
These liabilities are initially valued at the fair value of the consideration received, adjusted by the directly attributable transaction costs. Subsequently, said liabilities are valued according to their amortised cost. Accrued interest will be accounted for in the profit and loss account, applying the effective interest rate method.
However, debits with a maturity of no more than one year that are initially valued at their nominal value will continue to be valued at that amount.
Assets and liabilities are shown separately in the balance sheet and are shown only at their net amount when the company has the right to offset amounts recorded, and also intends to settle amounts for the net amount or to realise the asset and settle the liability simultaneously.
The Company derecognises financial liabilities when the obligations that have generated them are extinguished.
In the event of renegotiation of existing debts, no substantial changes in the financial liability are considered to exist when the lender of the new loan is the same as the one that granted the initial loan and the current value of cash flows, including net commissions, does not differ by more than 10% of the current value of cash flows pending payment of the original liability, calculated under that same method.
The Company uses derivative financial instruments to mainly hedge interest rate variations.
The Company documents the hedge relationships and verifies that the hedging is effective at the end of each fiscal year, for which variations in fair value or cash flows attributed to the hedged risk are evaluated prospectively throughout the expected term, consistent with the established risk management strategy, ensuring that the following requirements are met:
Derivative financial instruments classified as hedges, in accordance with the preceding paragraph, are recorded as assets or liabilities, depending on their sign, at their fair value, plus, where applicable, the transaction costs that are directly attributable to their contracting, with a balancing entry in the 'Hedging transactions' account of equity, until they mature, which is when they are allocated to the profit and loss account at the same time as the hedged item.
The hedge relationship is not revoked until the hedge instrument expires, is sold or resolved or the risk management objective has ceased or there is no economic relationship, at which time the hedges are no longer accounted for and any accumulated gain or loss corresponding to the hedge instrument is transferred to the results for the period.
(Amounts in thousands of euros unless otherwise stated)
The Company has contracted confirming operations with various financial entities to manage payments to suppliers. The commercial liabilities whose settlement is managed by the financial entities are included in the heading 'Trade and other payables' of the balance sheet up to the moment in which their settlement, cancellation or expiry has occurred.
Likewise, if debts held with financial institutions are incurred as a result of the assignment of commercial liabilities, they are recognised under the item of advance on commercial debts in the consolidated balance sheet. In those cases in which the payment period of the debts initially held with the commercial creditors is postponed, they are cancelled on the original maturity date and a financial liability is recognised in the 'Financial Debt' in the statement of financial position. As of 31 December 2021 and 2020, there are no debts with intermediary financial entities resulting of confirming operations carried out on commercial liabilities nor have any debts originally maintained with commercial creditors been postponed.
Cash and cash equivalents include cash in hand and sight deposits in credit institutions. Highly liquid assets of temporary acquisition are also included in this item, provided they are easily convertible into certain cash amounts and are subject to a negligible risk of changes in value. For these purposes, investments with maturities of less than three months from the acquisition date are included.
In the cash flow statement, the Company presents the payments and collections from highly rotated financial assets and liabilities at their net amount. For these purposes, the rotation period is considered to be high when the term between the acquisition date and the maturity date does not exceed six months.
The share capital is represented by ordinary shares. The costs of issuing new shares or options are presented directly against equity, as lower reserves. In the case of the acquisition of the Company's own shares, the consideration paid, including any directly attributable incremental cost, is deducted from the equity until its settlement, new issue or disposal. When these shares are sold or subsequently reissued, any amount received, net of any directly attributable incremental transaction cost, is included in equity.
Non-refundable grants, donations and legacies of capital are accounted for as such when there is an individualised concession agreement for the grant, the conditions established for their concession have been met and there are no reasonable doubts surrounding their receipt. The Company applies Order EHA/733/2010, of 25 March, which approves accounting aspects of public companies operating under certain circumstances. In the case of grants awarded for the construction of an asset whose execution has not been completed, the grant is classified as non-refundable in proportion to the work executed, provided there are no reasonable doubts that the construction will be completed according to the conditions established in the concession agreement. In general, they are valued at the fair value of the amount or of the good awarded, and are accounted for in equity, deducting the tax effect, being attributed to results in proportion to the depreciation experienced by the assets financed by these grants, except in the case of non-depreciable assets, in which case they are attributed to results for the fiscal year in which their disposal or valuation adjustment occurs. The official grants awarded to offset costs are recognised as revenue on a systematic basis, throughout the periods in which the costs that are intended to be balanced are extended.
Grants, donations and legacies that are refundable will be recorded as liabilities until they acquire the status of nonrefundable or they are refunded.
Operating grants are paid to results at the time they are awarded. If they are awarded to finance specific expenses, the allocation will be made as the financed expenses accrue, recording them as liabilities or equity depending on whether or not they are considered refundable.
As indicated in Note 4.d, greenhouse gas emission allowances received free of charge are initially recorded as an asset and a grant within Equity, at market value at the beginning of the fiscal year in which they are activated, and are allocated to the income statement as these allowances are consumed.
The Company, in the presentation of the annual accounts, differentiates between:
(Amounts in thousands of euros unless otherwise stated)
The balance sheet includes all provisions whose obligations will, more likely than not, have to be met. Contingent liabilities are not accounted for, but are included in the report.
Provisions are recorded at the present value of the best possible estimate of the amount necessary to settle or transfer the obligation to a third party, recording the adjustments arising from updating the provision as a finance expense as it accrues.
The cost of the obligations arising from staff commitments is recognised based on their accrual, according to the best estimate calculated with the data available from the Company.
The Company is committed to paying long-term compensation to its staff, both defined contributions and defined benefits. In the case of defined compensation contributions, there will be compensation liabilities when, at the end of the fiscal year, there are accrued unpaid contributions. In the case of defined compensation benefits, the amount to be recognised as a provision corresponds to the difference between the present value of the committed compensation and the fair value of the contingent assets subject to the commitments with which the obligations will be settled.
Specifically, the attached balance sheet includes the following provisions for acquired work commitments:
Article 138 of the 1st Collective Bargaining Agreement for the Aena Group of Companies (public business entity ENAIRE and Aena S.M.E., S.A.) stipulates length of service awards for services effectively rendered for a period of 25, 30 or more years. The Company includes the present value of the best possible estimate of future commitment obligations, based on an actuarial calculation. The most relevant assumptions taken into account to obtain the actuarial calculation are as follows:
| Year | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Technical interest rate: | 0.50% | 0.15% | |||
| Long-term salary growth: | 0.90% for 2021 and 2% in the following years |
0.90% in 2021 and 2% in the following years |
|||
| Defined Contribution Fund Yield: | - | - | |||
| Mortality table: | PER2020_Col_1er order | PER2020_Col_1er order | |||
| Financial system used: | Individual capitalisation | Individual capitalisation | |||
| Accrual method: | Projected credit unit | Projected credit unit | |||
| Retirement age: | 65 years | 65 years | |||
| Disability tables | Ministerial Order 1977 | Ministerial Order 1977 |
(Amounts in thousands of euros unless otherwise stated)
Article 154 of the 1st Collective Bargaining Agreement for the Aena Group of Companies (public business entity ENAIRE and Aena S.M.E., S.A.) stipulates that any employee between the ages of 60 and 64 who is entitled to do so under current provisions may take voluntary early retirement and will receive an indemnity that, taken together with the vested rights in the Pension Plan at the time their employment contract is terminated, is equal to four monthly base salary payments and the length of service bonus for each year remaining until they reach the age of 64 or the relevant prorated amount.
In 2004, the early retirement awards were outsourced by taking out a single payment life insurance policy with Mapfre Vida on 25 March 2004. Currently, pension obligations are insured through Group Life Insurance policies. The Company includes the present value of the best possible estimate of future commitment obligations, based on an actuarial calculation.
The most relevant assumptions taken into account to obtain the actuarial calculation are as follows:
| Year | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Technical interest rate: | 0.50% | 0.15% | |||
| Long-term salary growth: | 0.90% in 2021 and 2% in the | 0.90% in 2021 and 2% in the | |||
| following years | following years | ||||
| Defined Contribution Fund Yield: | - | - | |||
| Mortality table: | PER2020_Col_1er order | PER2020_Col_1er order | |||
| Financial system used: | Individual capitalisation | Individual capitalisation | |||
| Accrual method: | Projected credit unit | Projected credit unit | |||
| Retirement age: | 63 years | 63 years |
It can be seen that the discount rate used in the valuation at 31 December 2021 was 0.5%, a rate that is higher than that used in the valuation relating to the fiscal year 2020, which was 0.15% for long service awards and early retirement.
This higher discount rate is due to the increases in interest rates. The rate of 0.50% used in the valuation is the rate derived from the corporate debt curve of the highest credit rating (AA) for the term of 10 years, with the financial duration being 10.82 years for the commitments subject to valuation.
The increase of the discount rate involves a reduction in the present value of the accrued obligation.
In accordance with current labour regulations, the Company is obliged to pay compensation to employees with whom it terminates their employment relationship under certain circumstances.
Severance payments are paid to employees when the Company decides to terminate their employment agreement before the normal retirement date or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognises these benefits when it has demonstrably committed to ceasing the employment of workers in accordance with a formal detailed plan without the possibility of withdrawal or to providing severance pay as a result of an offer to encourage voluntary resignation. Benefits that are not going to be paid within 12 months from the balance sheet date are discounted at their present value.
The Company recognises a liability and an expense for variable remuneration based on the results of the workers' annual performance evaluation. The Company recognises a provision when it is contractually obliged or when past practices have created an implicit obligation.
The income tax expense or revenue comprises the part related to the current tax expense or revenue, and the part corresponding to the deferred tax expense or revenue.
Current tax is the amount that the Company pays as a result of the tax returns it files for income tax for a particular fiscal year.
Tax credits and other tax benefits applicable to tax due, excluding withholdings, prepayments and tax losses carried forwards from previous years and applied in the current year, result in a reduction in current tax.
The deferred tax expense or revenue corresponds to the recognition and settlement of deferred tax assets and liabilities. These include the temporary differences identified as those amounts that are expected to be payable or recoverable arising
(Amounts in thousands of euros unless otherwise stated)
from differences between the book value of the assets and liabilities, and their tax value, as well as the tax losses that can be used to offset future taxes and the tax deductions not applied for tax purposes. These amounts are recorded by applying the tax rate at which they are expected to be recovered or paid to the corresponding temporary differences or credits.
Deferred tax liabilities are generally recognised for all taxable temporary differences, except those derived from the initial recognition of goodwill or other assets and liabilities in a transaction that does not affect the tax result or accounting profit and is not a business combination.
On the other hand, deferred tax assets are only recognised to the extent that it is considered likely that the Company will have future tax profits against which to make them effective.
Deferred tax assets and liabilities are recognised in the balance sheet as non-current assets or liabilities, regardless of the expected date of their realisation or settlement.
Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised with a balancing entry in equity.
Recognised deferred tax assets are reassessed at the end of each reporting period and the appropriate adjustments are made to them to the extent that there are doubts as to their future recoverability. Likewise, deferred tax assets not recognised in the balance sheet are also reviewed at the end of each reporting period and are recognised insofar as their recovery with future tax benefits becomes probable.
On 5 June 2015, the Tax Agency communicated the creation of new Fiscal Group 471/15 made up of Aena S.M.E., S.A. as parent company and Aena Desarrollo Internacional S.M.E., S.A. as subsidiary company. Therefore, this fiscal group has paid Corporate Income Tax since the 2015 fiscal year. In the 2019 fiscal year, the newly created company Aena Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia S.M.E., S.A. was included in the tax consolidation group.
The Company's functional currency is the euro. Consequently, transactions in currencies other than the euro are considered to be denominated in 'foreign currency' and are recorded at the exchange rates in effect on the transaction dates.
Exchange differences in monetary items in foreign currency that arise both when they are settled and converted at the closing exchange rate are generally recognised in the profit and loss account for the fiscal year in which they occurred.
The registration and valuation rules for financial instruments applied up to 31 December 2020, in accordance with the General Accounting Plan in force up to that date, were as follows:
Ordinary revenues were measured at the fair value of the consideration received or to be received, and represent the amounts receivable for goods sold net of discounts, refunds and value added tax. Ordinary revenue is recognised when the revenue may be reliably measured, it is likely that the company will receive a future financial benefit and certain conditions are met for each of the Company's activities.
Ordinary revenues were recognised as follows:
As a result of the entry into force of Royal Decree-Law 1/2021, of 12 January, which modifies, among others, the General Accounting Plan approved by Royal Decree 1514/2007, of 16 November, the Company has proceeded to modify the registration and valuation rules of revenues as indicated below:
(Amounts in thousands of euros unless otherwise stated)
The revenue and expenses are recorded when the actual flow of goods or services that they represent takes place, regardless of the moment in which the monetary or financial flow arising from them occurs.
As a general criterion, the Company will recognise revenue when there is a transfer of control of the goods or services committed to the customer and for the amount expected to be received from the latter. To carry out this revenue accounting criterion, a five-step process is followed:
The revenue will therefore be recognised at an amount that reflects the consideration to which the Company expects to receive, in exchange for the transfer of goods or services to a customer, at the time in which the customer obtains control of the goods or services provided. This control is based on the ability to decide on the use and substantially obtain all economic benefits derived from the good or service. The point at which said control is transferred (at a certain point or over time) determines the recognition of the revenue.
The revenue derived from commitments that are fulfilled over time, as may be the case for goods or services whose control is not transferred at a given time, is recognised considering the degree of realisation of the provision at the closing date, provided that reliable information is available to measure the degree of realisation. Otherwise, revenue will only be recognised in an amount equivalent to the costs incurred that are expected to be reasonably recovered in the future.
The revenue derived from commitments that are fulfilled at a given time are recognised on that date, with the costs incurred up to that time in the production of the goods or services being accounted for as inventory.
Ordinary revenue arising from the sale of goods and from the provision of services is valued at the monetary amount received or, where appropriate, at the fair value of the consideration received, or expected to be received, and which, unless evidenced otherwise, will be the agreed price deducted from any discount, taxes and interest incorporated into the nominal amount of the credits. The best estimate of the variable consideration will be included in the valuation of revenue when its reversal is not considered highly probable.
The majority of the Company's revenue is from the airport services provided, which mainly correspond to the use of airport infrastructure by airlines and passengers (including airport charges and private prices). For this type of revenue, customers are considered to be airlines with whom there are no long-term contracts and to whom the regulated charges approved by law in accordance with the current regulatory framework are applied as the infrastructure is used. Hence, the revenue is recognised at that time of provision of the airport service.
Airport charges are set pursuant to Act 1/2011, of 4 March, which establishes the National Operational Safety Programme for Civil Aviation and amends Act 21/2003, of 7 July, on Aviation Safety. Furthermore, Article 68 of Act 21/2003 defines the following items as airport charges:
(Amounts in thousands of euros unless otherwise stated)
On 5 July 2014, Royal Decree-Law 8/2014, of 4 July, was published in the Spanish Official State Gazette (BOE [Boletín Oficial del Estado]) and subsequently confirmed by Act 18/2014, of 15 October, on enacting urgent measures for growth, competitiveness and efficiency. This regulation sets out:
(Amounts in thousands of euros unless otherwise stated)
completion, together with that corresponding to previous years, may not be transferred to the next DORA.
On 27 January 2017, the Council of Ministers approved the Airport Regulation Document (DORA) for the 2017-21 period. This document established an annual reduction of 2.2% in the Annual Maximum Revenue per Passenger (IMAP) for this period (see Note 5).
On 28 January 2020, the Board of Directors approved the charges corresponding to 2020, which came into force on 1 March 2020. In accordance with the criteria set by the National Markets and Competition Commission (CNMC), the IMAAJ that must be applied to the 2020 charges is €10.27 per passenger. This charge represents an average reduction of 1.44% on Aena's prevailing charges in the 2019 charges year.
On the other hand, it should be noted that Royal Decree 162/2020, of 22 March, was published on 10 April 2019, which regulates the P index calculation mechanism for updating airport charges. The P index includes the annual price variations of inputs outside of the operator's control (staff, air navigation services, security, repairs, cleaning, services for persons with reduced mobility (PRM), intensive labour services, electricity, local taxes, etc.) but which affect its activity, in accordance with the principles of economic efficiency and good business management. The value of the P index is not specified in the DORA because its amount is determined annually during the process of establishing the airport charges for the following year. The mentioned Royal Decree establishes the P index calculation mechanism using a formula that depends on specific indexes applicable for the review of the airport operator's costs and that is defined in its text, as well as the procedure for determining its annual value.
The CNMC is the body responsible for approving the P index value in accordance with current regulations. On 7 November 2019, the CNMC approved the Resolution on the P index applicable to the Aena S.M.E., S.A. airport charges in the fiscal year 2020, setting it at 0.8%.
On 19 November 2020, the CNMC approved the Resolution on the P index applicable to the airport rates of Aena S.M.E., S.A. in the fiscal year 2021, setting it at 0.72%.
Taking this into consideration, on 22 December 2020 the Board of Directors approved the charges corresponding to 2021, which entered into force on 1 March 2021. The corresponding charges were based on freezing the 2021 adjusted annual maximum revenue per passenger (IMAAJ) relative to the 2020 adjusted annual maximum revenue per passenger (IMAAJ), which was established at €10.27 per passenger, representing a 0% change in charges.
On 11 February 2021, the CNMC issued its Resolution on the supervision of Aena's airport rates in the fiscal year 2021, where it ratifies the decision of the Board of Directors and freezes these amounts as of March 2021, a consequence of the exceptional situation caused by the COVID-19 pandemic during 2020 and whose effects continue to affect air traffic in 2021.
On 28 September 2021, the Council of Ministers approved the Airport Regulation Document that regulates the obligations derived from the current legal framework on the provision of aviation services for the period 2022-26 (DORA II). Among other measure, it also established a freeze on Aena airport charges over the next five years. The value of the initial IMAP for the 2022-2026 period is €9.89, which is the value of the required regulated revenue per passenger established for the year 2021, in accordance with the CNMV Resolution of 11 February 2021.
During the consultation process with the airlines and in the process of supervision by the National Markets and Competition Commission, a reduction of 3.17% of airport service charges for 2022 were proposed. As mentioned in Note 29, on 17 February 2022, the National Commission on Markets and Competition (CNMC) issued its Resolution on the supervision of Aena's airport charges for 2022. According to the aforementioned Resolution, charges approved by Aena's Board of Directors are applicable, which implies an IMAAJ of €9.95 per passenger and a rate variation of -3.17% compared to 2021 IMAAJ. On 3 February 2022, the CNMC notified Aena of the initiation of a dispute procedure regarding the modification of the 2022 airport charges, requested by IATA Spain and Ryanair, which does not affect their application as of 1 March. The Company considers that the rates approved and supervised by the CNMC will not be modified.
As a result of the strong drop in the Company's activity resulting from the COVID-19 pandemic and the measures adopted to control it, under Article 27 of Law 18/2014, Aena requested, on 8 March 2021, the modification of DORA 2017-2021 and the granting of the economic rebalancing provided for in said standard. The Directorate General of Civil Aviation of the Ministry of Transport, Mobility and Urban Agenda has agreed, by Resolution of 16 December 2021, not to initiate the procedure to amend the aforementioned DORA 2017-2021, as it does not consider that all the exceptional circumstances referred to in Article 27 of Act 18/2014, of 15 October, have occurred and said Directorate General finds no elements within the DORA from which the requested compensation could derive (Note 35.a.ii).
However, Aena considers that all the requirements provided for in the aforementioned article 27 for the modification of the DORA and the concession of the economic rebalancing provided for in said standard are met, since the COVID-19 pandemic exceptional and unpredictable—has caused a reduction of more than 10% of air traffic, as established in the aforementioned
(Amounts in thousands of euros unless otherwise stated)
article. This amendment request is also in line with the measures adopted by the regulators of various European countries in which the economic imbalance suffered by airport managers in connection with this health crisis has been recognised.
Therefore, on 21 January 2022, Aena filed an administrative appeal before the Directorate General of Civil Aviation regarding the resolution, without prejudice to the exercising of other actions that may correspond in defence of its social interest.
All these regulations have not led to any change in the Company's revenue recognition policy, which continues to be subject to the explanations at the beginning of this Note. In particular, the regulated revenue in the DORA period has been recognised in 2021 according to the same criteria as in previous periods, when the service is provided, based on the approved regulated charges.
For Aena S.M.E., S.A.'s remaining non-regulated airport services, the same principle applies; revenue is recognised at the time of their provision, at the applicable prices and charges in each case.
The Company has formalised contracts for the provision of technical assistance services with other companies of the Group that incorporate different performance obligations. These performance obligations are all completed annually and the consideration, fixed or variable, is also on an annual basis. The recognition of revenue is produced in full in the same fiscal year and, therefore, no assets or liabilities associated to the contract are recorded. In fiscal years 2020 and 2021, these revenues have not been significant for the Company.
Revenue from the rental of commercial areas located within airport infrastructures corresponding to the Minimal Annual Guaranteed Rent (MAG) is recognised on a straight-line basis as long as there isn't another criterion that best reflects the economic substance of the lease agreements concluded with the counterparties (see Note 4e). The contingent part of the lease income relating to the variable levels of income generated by the commercial areas is recognised as revenue in the period in which it is accrued.
Car park revenue is recognised as the services are provided.
As lessor, the Company recognises the modification of an operating lease as a new lease from the effective date of the modification, and considers that any lease payment already made or accrued in relation to the original lease is part of the payments of the new lease.
Real estate service revenue originates from land leases, warehouses and hangars, and the management and operation of cargo centres. Revenue from rental contracts is recognised on a straight-line basis in accordance with the lease agreements concluded with the counterparties. The conditional part of rental revenue is recognised as revenue in the period in which it is accrued.
Interest revenue is recognised using the effective interest method.
Dividend revenue is recognised when the right to receive the dividend payment is established and it is probable that the entity will receive the economic benefits associated with the dividend.
In any case, interest and dividends on financial assets accrued subsequent to the time of acquisition are recognised as revenue in the profit and loss account.
In relation to dividends received, any distribution of available reserves will be classified as a transaction of 'profit distribution' and, consequently, will result in the recognition of revenue received by the partner, provided that, from the acquisition date, the investee or any company of the Group invested by the latter has generated profits for an amount greater than the own funds that are distributed. The judgement on whether profits have been generated by the investee will be made based exclusively on the profits recorded in the individual profit and loss account from the acquisition date, unless the distribution charged to such profits must be classified as a recovery of the investment from the perspective of the company receiving the dividend.
(Amounts in thousands of euros unless otherwise stated)
Any operation designed mainly to prevent, lessen or repair damage to the environment is treated as an environmental activity.
In this regard, investments derived from environmental activities are valued at their acquisition cost and are activated as the highest cost of fixed assets in the fiscal year in which they are incurred, following the criteria described in section b) of this same note.
Expenses incurred to protect and improve the environment are assigned to the income statement when they accrue, irrespective of when the related monetary or financial flow takes place.
Provisions for probable or certain liabilities, litigation in progress and outstanding indemnity payments or obligations of an indeterminate amount related to environmental issues, not covered by the insurance policies taken out, are constituted at the time when the liability or obligation determining the indemnity arises.
A party is considered to be related to another when one of them or a group that acts together, exercises or has the possibility to exercise, directly or indirectly, or by virtue of pacts or agreements between shareholders or interested parties, control over another or a significant influence on the financial and operational decision-making of the other.
In any case, related parties will be considered as those companies that are considered a group, associated or multigroup company.
As a company that belongs to the public business sector, Aena is exempt from including the information contained in the section of the report on related-party transactions when the other company is also controlled or significantly influenced by the same Public Administration, as long as there are no signs of influence between them, or when the transactions are not significant in terms of their size. This influence is understood to exist when the operations are not conducted under normal market conditions (unless these conditions are imposed by a specific regulation), among other cases.
The Company conducts all its related-party transactions at market values. Additionally, the transfer prices are properly supported, thus the Company administrators believe that there are no significant risks in this respect that could arise from any liabilities that may exist in the future.
Generally speaking, transactions between the group companies are initially accounted for at fair value. Where applicable, if the agreed price differs from its fair value, the difference is recorded considering the economic reality of the transaction. The subsequent valuation is performed in line with the provisions of the corresponding regulations.
Despite this, in transactions of mergers, spin-offs or non-monetary contributions of a company, the constituent elements of the acquired business are valued by their corresponding amounts once the transaction has been completed, in the consolidated annual accounts of the group or subgroup.
When the parent company of the group or subgroup, and its subsidiary, is not involved, the annual accounts to be considered for these purposes will be those of the largest group or subgroup with a Spanish Parent Company to which the assets belong.
In these cases, the differences that may be found between the net value of the assets and liabilities of the acquired Company, adjusted by the balance of the groupings of grants, donations and legacies received, and adjustments of changes in value, and any amount of the capital and share premium, if applicable, issued by the absorbing company are recorded in reserves.
The merger, split and non-monetary contribution transactions of a business between group companies are recorded in accordance with the provisions for transactions between related parties.
Merger or spit transactions other than the foregoing and business combinations arising from the acquisition of all equity items of a company, or a party constituting one or more businesses, are recorded in accordance with the acquisition method.
In the case of business combinations arising as a result of the acquisition of shares or holdings in the capital of a company, the Company recognises the investment in accordance with the provisions for investments in the equity of group, multigroup and associated companies.
A joint venture is an economic activity jointly controlled by two or more natural persons or legal entities. For these purposes, joint control is a statutory or contractual agreement under which two or more interested parties agree to share the power to
(Amounts in thousands of euros unless otherwise stated)
direct financial and operational policies over an economic activity in order to obtain economic benefits, in such a way that strategic decisions, both financial and operational, related to the activity require the unanimous consent of all interested parties.
Joint ventures can be:
Jointly controlled operations and assets (Note 7.l)
The company maintains interests in jointly controlled assets with the Ministry of Defence to operate Air Bases Open to Civilian Traffic (BAATC [Bases Aéreas Abiertas al Tráfico Civil]) via an agreement with the Ministry of Defence, which stipulates the rules on the assignment and compensation criteria of civilian aircraft using the BAATCs in Valladolid Airport, León Airport, Albacete Airport, Salamanca Airport, Badajoz Airport and the joint-use airfield in Zaragoza Airport. This agreement is based on the application of Royal Decree 1167/1995, of 7 July, on the system of using airfields, which are used both as an air base and an airport, and on air bases open to civilian traffic.
In this sense, the Company recognises the assets and liabilities derived from this agreement as a result of the use of the BAATCs in the annual accounts. Likewise, the profit and loss account recognises the corresponding part of the revenue generated and the expenses incurred for operating the jointly controlled assets.
Current assets are considered to be those linked to the normal operating cycle, which is generally considered to be one year, as well as those other assets whose maturity, disposal or realisation is expected to occur in the short term from the closing date of the fiscal year, financial assets held for trading—with the exception of financial derivatives whose liquidation term is greater than the year—and cash and cash equivalents. Assets that do not meet these requirements are rated as non-current.
Similarly, current liabilities are those linked to the normal operating cycle, financial liabilities held for trading—with the exception of financial derivatives whose settlement term is greater than the year—and, in general, all obligations whose maturity or termination will occur in the short term. Otherwise, they are classified as non-current.
The appearance of COVID-19 in China and its rapid expansion to a large number of countries in the early months of 2020 led to the viral outbreak being classified as a pandemic by the World Health Organisation. The consequences of this health crisis and the containment measures taken in much of the world to contain the spread of infections caused by SARS-CoV-2 have significantly affected the global economy, with a very negative impact on businesses in the tourism and air transport sector as a result of radical restrictions on air operations and the mobility of people during the containment stages of the epidemic, and subsequently with its successive waves and variants. Currently, measures that restrict the mobility of people are being relaxed and adapted based on the evolution of the level of infection and the consequent pressure on hospitals.
In this context, the Company's management has adopted a series of measures that it considers necessary to deal with the largely unpredictable consequences of this unprecedented situation in order to cover the most significant risks that have been identified, which are detailed below.
(Amounts in thousands of euros unless otherwise stated)
The impact of the health crisis on the airports of the Spanish network began at the end of February 2020 and led to a drastic decrease in air traffic that reached historical lows in 2020, when it stood at levels last reached more than 20 years ago, with 76 million passengers managed on the network (72.4% lower than passenger traffic in 2019).
On 14 March 2020, the Government of Spain decreed a State of Emergency which limited the free movement of people, introduced restrictive measures upon transport and suspended the public operation of retail shops and establishments; with the exception of, among others, businesses selling groceries and essential items, and pharmacies.
In compliance with these measures, with respect to the opening of essential businesses in order to address the essential needs of workers, suppliers and passengers in the airside area of the facilities; from 15 March 2020, only certain shop and food services remained open at the main network airports: convenience shops, tobacconists, pharmacies, some food services and vending machines.
On 17 March 2020, the member countries of the European Union announced the general closure of external land borders and the prohibition of entry to citizens of third countries in all but exceptional circumstances.
The State of Emergency in Spain ended on 21 June 2020, allowing for unrestricted mobility within Spanish territory, and, on 30 June of the same year, the Government of Spain lifted travel restrictions with Schengen area countries, and other European Union Member States. This measure was accompanied by the elimination of the quarantine period that had to be observed by all travellers arriving in Spain from abroad.
On 2 July 2020, the Government of Spain amended the temporary restriction criteria for non-essential travel from third countries to the European Union and Schengen area countries, and adopted the Recommendation of the Council of the European Union on third countries and categories of persons exempt from travel restrictions, regardless of their place of origin.
Following this Recommendation, EU Member States began to gradually reopen their borders in July last year, both to non-EU foreign nationals and to European Union citizens themselves.
In general, the new restrictive measures on travel that have been imposed not only take into account the level of infections, but also if the hospital pressure remains within reasonable margins, thus reducing the mobility restrictions that have been imposed so far.
During 2021, the progress of vaccination programmes in both Spain and other countries, the evolution of the epidemiological situation and the relaxation of travel restrictions have allowed for an improvement in the behaviour of demand and the flights offered by airlines as of May and during the summer months. However, this improvement has been curbed due to the emergence of the Omicron variant at the end of 2021, which has rapidly spread throughout the world.
In Spain, the aforementioned measures have helped in a tentative recovery of air traffic. The airports managed by the Company have closed the fiscal year 2021 with 56.4% less passenger traffic compared to the same period of the fiscal year 2019, which represents a recovery of 43.6% of pre-pandemic traffic. If we compare them with 2020, the fiscal year affected by the COVID-19 health crisis, in 2021 it closed with an increase in passenger traffic of 57.7%. In particular, in this fiscal year, a passenger volume of 119.9 million has been recorded, compared to 75.8 million in 2020, but still well below the 275.2 million passengers of 2019.
Aena has acted quickly in response to the impacts caused by the pandemic in order to adjust the capacity of its airports to the specific needs of the operation and the mobility measures adopted by the different governments at each moment. In July 2021, activity was restored at all terminals in order to adapt infrastructures to demand and allow for a greater operating capacity. In the commercial field, in the third quarter of 2021, the opening of premises has been reactivated, accompanied by the progressive activity, although all business lines are still affected by the reduction of traffic at the network's airports.
According to DORA II, approved by the Council of Ministers on 28 September 2021, one of the main challenges of the 2022-2026 five-year period for the Company will be the recovery of air traffic, to place it at levels similar to those reached in 2019. Although, to a large extent, the recovery depends on exogenous factors, so Aena will boost the growth of air traffic by mainly acting through four levers:
(Amounts in thousands of euros unless otherwise stated)
In relation to the commercial business, commercial activity in the network airports has gradually resumed from 21 June 2020. Alongside the reopening, Aena implemented various measures in the network airports that are aimed at facilitating passengers safely passing through commercial areas, shops and food and beverage establishments. These measures comply at all times with the health guidelines set out by the authorities. These measures that have been adopted include the following:
Additionally, as a consequence of the health crisis caused by COVID-19 and the measures adopted by public authorities to deal with it, Aena began negotiations with the commercial operators to agree on changes to the contractual conditions, including the fixed rent and the minimum annual guaranteed rent (MAG, hereinafter).
Until the relevant agreements have been closed with those commercial operators and in application of Recording and Valuation Standard 8 'Leases and other transactions of a similar nature' of the General Accounting Plan (RVS 8, hereinafter), in the fiscal year ended 31 December 2020, revenue from the Minimum Annual Guaranteed Rent (MAG) was recognised, generated from duty-free shops, specialty shops, food and beverage establishments, commercial operations, financial services and advertising. This amounts to €619.0 million, including rent corresponding to the period under the state of emergency amounting to €198.6 million, given that Aena has had a contractual right to receive these rents and, as this RVS is applicable in this case, their revenue had to be recorded for accounting purposes.
Following various commercial proposals according to the performance of the activity and always under the legal framework existing at all times, this negotiation process culminated in January 2021, with a proposal from Aena to all its commercial operators—with the exception of rent-a-car, which had already signed a proposal under similar terms in December 2020—where the most significant aspects were as follows:
During 2021, some lessees accepted Aena's proposal having formalised the corresponding contractual modifications.
In other cases, since it was not possible to reach an agreement regarding the rent, commercial operators have filed claims. Aena has also filed claims for amounts in cases where commercial operators have not complied with the MAG payments (Note 28).
As of 3 October 2021, Act 13/2021, of 1 October, amending Act 16/1987, of 30 July, on Land Transport Regulations, entered into force. Its seventh final provision establishes that the agreements for the lease or assignment of business premises for food and beverage or retail business activities concluded between Aena S.M.E., S.A. and private operators, which were in force on 14 March 2020, or which have been tendered prior to that date, will be automatically modified by the aforementioned Act under the following terms:
(Amounts in thousands of euros unless otherwise stated)
Therefore, during 2021, the rents established in the commercial lease agreements established between Aena and its commercial operators, accrued between 15 March 2020 (start date of the first state of emergency in Spain) and 3 October 2021, have been modified as a result of the entry into force, on 3 October 2021, of the 7th Final Provision of Act 13/2021, of 1 October, which amends Act 16/1987, of 30 July, pertaining to Land Transport Management (hereinafter, DF7), and, to a lesser extent, due to contractual novations agreed with the commercial operators. The impact of the reductions in contractual rents on commercial revenue recorded by Aena has been as follows:
| Recognised commercial revenue | DF7 Discounts | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | Minimum rents from 15/03/20 to 31/12/20 |
Minimum rents from 01/01/21 to 03/10/21 |
Minimum rents from 15/03/20 to 03/10/21 |
Collected or collectable rents |
Completed Agreements MAG Discount (to P/L) |
To be deferred due to DF7 |
Total DF7 MAG discount |
Other rent discounts to be deferred |
| Shops | 72 | 33 | 105 | (8) | 55 | 42 | 97 | - |
| Duty-free shops | 290 | 213 | 503 | (90) | - | 413 | 413 | - |
| Food and beverages | 170 | 113 | 283 | (67) | 6 | 210 | 216 | - |
| Others | 1 | - | 1 | - | - | 1 | 1 | - |
| Total business lines affected by DF7 | 533 | 359 | 892 | (165) | 61 | 666 | 727 | - |
| Car rental | 55 | - | 55 | (12) | - | - | - | 43 |
| Advertising | 15 | 11 | 26 | (22) | - | - | - | 4 |
| Others | 35 | 18 | 53 | (32) | - | - | - | 21 |
| Total business lines not affected by DF7 | 105 | 29 | 134 | (66) | - | - | - | 68 |
| TOTAL rents | 638 | 388 | 1,026 | (231) | 61 | 666 | 727 | 68 |
As indicated in Note 4.e, following the accounting policy option established in Inquiry 1 of Official Bulletin of the Institute of Accounting and Auditing no. 125/2021 of 19 February and in accordance with the 8th Recording and Valuation Standard of the Chart of Accounts, Aena S.M.E., S.A. has chosen to consider, for accounting purposes, the reductions in the rents of the lease agreements as a result of contractual modifications derived from the pandemic, as rental incentives. Consequently, the concessions granted that arise directly from the adverse situation caused by COVID-19 are recorded prospectively using a linear distribution system throughout the remaining periods of the contract.
Given the accounting registration criterion described, the total incentive to lease agreements accrued from 15 March 2020 and until the effective date of contractual modification, has been recorded in accrual accounts and is attributed linearly and prospectively to results during the remaining validity period of each agreement, from the effective date of contractual modification, 3 October 2021 (Notes 13 and 20).
Therefore, the total amount of the reduction in rents accrued between 15 March 2020 and 3 October 2021 will be recorded as lower commercial revenue in Aena's results in fiscal year 2021 and the following years as follows:
(Amounts in thousands of euros unless otherwise stated)
| DF7 Discounts | To P/L in the fiscal year… | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of euros) | Completed Agreements MAG Discount (to P/L) |
To be deferred due to DF7 |
Total DF7 MAG discount |
Other rent discounts to be deferred |
Total rent discounts |
2021 2022 | 2023 2024 2025 2026 2027 2028 | ||||||
| Shops | 55 | 42 | 97 | - | 97 | 64 | 17 | 10 | 4 | 1 | 1 | - | - |
| Duty-free shops | - | 413 | 413 | - | 413 | 49 | 199 | 165 | - | - | - | - | - |
| Food and beverages | 6 | 210 | 216 | - | 216 | 31 | 74 | 41 | 27 | 24 | 13 | 5 | 1 |
| Others | - | 1 | 1 | - | 1 | - | - | 1 | - | - | - | - | - |
| Total business lines affected by DF7 | 61 | 666 | 727 | - | 727 | 144 | 290 | 217 | 31 | 25 | 14 | 5 | 1 |
| Car rental | - | - | - | 43 | 43 | 23 | 20 | - | - | - | - | - | - |
| Advertising | - | - | - | 4 | 4 | - | 1 | 1 | 1 | 1 | - | - | - |
| Others | - | - | - | 21 | 21 | 1 | 11 | 6 | 3 | - | - | - | - |
| Total business lines not affected by DF7 | - | - | - | 68 | 68 | 24 | 32 | 7 | 4 | 1 | - | - | - |
| TOTAL rent discounts | 61 | 666 | 727 | 68 | 795 | 168 | 322 | 224 | 35 | 26 | 14 | 5 | 1 |
(Amounts in thousands of euros unless otherwise stated)
The discount in the rents of the lease agreements for commercial spaces, in force after 3 October 2021, and accrued between 15 March 2020 and 3 October 2021 as a result of the entry into force of DF7 of Act 13/2021, amounts to €666 million and has been recorded in the Company's balance sheet in accrual accounts, deducted from commercial lease accounts receivable and attributed to results as a reduced amount of commercial revenue, using a linear distribution system during the remaining life of the contracts.
In the case of agreements affected by DF7, ended prior to 3 October 2021, the impact of the reduction in rent entailed by the application of DF7 will be recorded as reduced commercial revenue for fiscal year 2021, for a total amount of €61 million.
As a result of the accounting criterion applied, the expected impact on the Company's results for the next fiscal years is as follows:
The Company has estimated that the amount of the discount to be deferred by the contracts affected by DF7 is less than the amount of future lease payments expected to be received by said contracts during the remaining period thereof.
The amount of the incentives granted by Aena to its commercial operators in the lease payments accrued in periods prior to the date of formalisation of the corresponding contractual modifications has been recorded in the balance sheet in accrual accounts and will be allocated to income, reducing commercial revenue through a linear distribution system, during the remaining term of the agreements.
The impact on the attached financial statements for the fiscal year ended 31 December 2021 of the agreements reached to date between Aena and its commercial operators to reduce the lease payments accrued since the beginning of the pandemic is detailed below.
The agreements established for commercial space leases with vehicle rental operators are subject to a fixed monthly rent. During the initial period of the State of Emergency, a partial exemption of the fixed rent for these agreements was agreed, amounting to €18.6 million. On 29 and 30 December 2020, the novations of most of the existing agreements with these operators were signed, which established that, for the period between 21 June 2020 and 31 December 2021 (both inclusive), the system for calculating the monthly fixed rent stipulated in the previous contract is replaced by a variable rent system linked to the number of Airport passengers. These fixed rent variability conditions have remained in effect until 31 December 2021, at which time the monthly fixed rent conditions of the agreement have resumed.
The rent exemption and contractual modifications resulted in a reduction of rents accrued between 15 March and 31 December 2020 amounting to a total of €47 million that were recorded in accrual accounts in the balance sheet of Aena's annual accounts for the fiscal year ended 31 December 2020. As a result of the linear allocation criterion used to prospectively apply the discount on the results from the effective date of the contractual modification, in fiscal year 2020, commercial revenue was reduced by €4 million. There is €43 million pending allocation on the income statement, which will be recorded in the Company's results on a linear basis until the end date of the agreements for this activity in October 2022. Thus, this will result in reduced revenue from commercial leases to car rental operators of €23 million in 2021 and €20 million in 2022.
(Amounts in thousands of euros unless otherwise stated)
The original agreements for the assignment of advertising spaces are also subject to a fixed rent system. These addenda imply rent exemptions in the period between 15 March and 20 June 2020 and the accrual of variable rents depending on the number of passengers from 21 June 2020 to 8 September 2021. Unlike the agreements formalized with the Rent a Car operators, the addenda to the advertising agreements do provide for a minimum guaranteed rent, although much lower than the initial contractual MAG. As of 8 September 2021, the conditions set forth in the original agreements have resumed. At the time the addendums were signed, these discounts to the MAG of advertising agreements amount to a total of €4 million and have been recorded in accrual accounts in the assets of the balance sheet of the annual accounts of the fiscal year ended 31 December 2021 and are recorded as reduced commercial revenue during the remaining life period of each agreement. As a result, in 2021, commercial revenue for this item will be reduced by about €0.2 million, and from 2022 to 2025, commercial revenue will be reduced by about one million euros each year.
During 2021 the Company novated agreements that were not affected by DF7 because the activities were other than food and beverages or retail trade, or because the agreements were for files awarded after 15 March 2020. The majority of these agreements establish a MAG system and the contractual modifications include discounts to the rent according to the proposal that Aena made to all its commercial operators:
As of 31 December 2021, €21 million from MAG of agreements not affected by DF7 have been retroactively reduced as a result of contractual modifications agreed between Aena and the commercial operators of these agreements. According to the indicated accounting treatment, this amount has been initially recorded in the assets of the attached balance sheet in an accrual account and is recorded as reduced revenue from commercial leases distributed linearly during the remaining life of each agreement. In fiscal year 2021, lower commercial revenue will be recorded as a result of the deferral of the discount of these MAG for an approximate amount of €1 million and in fiscal years 2022, 2023 and 2024, €11 million, €6 million and €3 million, respectively, will be recorded.
The risks of material misstatement related to the recoverable amount of assets, provisions for credit losses or fair values, among others, have increased due to the higher level of uncertainty in the estimates resulting from the current economic situation.
Whenever there is an indication that these assets could have suffered impairment, the Company checks whether intangible assets, property, plant and equipment and investments have undergone any impairment loss. This is conducted in accordance with the accounting policy described in Note 4, which describes how management identifies the cashgenerating units (CGUs) and the methodology used to subject their allocated assets to impairment tests.
The measures adopted in each country to halt the spread of the coronavirus have led to an extraordinary reduction in the activity and revenue of all the Aena network airports, translating to a sharp decline in operating cash flows. These circumstances are considered as indicators of impairment for the purposes mentioned in the foregoing paragraph.
Consequently, these impairment tests have been carried out.
The key assumptions and other parameters used to determine, during the period, the recoverable amount of the cashgenerating units and the conclusions reached from the analysis performed are detailed in Note 7.d to the annual accounts.
(Amounts in thousands of euros unless otherwise stated)
As a result of the exceptional situation caused by the pandemic, the Company's cash flows have been drastically reduced since 2020. In order to ensure the availability of liquid funds to endure the severity and uncertainty of the pandemic's evolution, the Company has deployed a plan to strengthen liquidity, signing new financing operations during the 2020 and 2021 fiscal years.
Between April and May 2020, Aena S.M.E., S.A. signed loans with various financial institutions for a combined amount of €2,325.6 million. Due to this, it considers that the objective of its liquidity-strengthening plan in response to the effects derived from the spread of COVID-19 has been reached.
During 2021, the Company's policy to strengthen liquidity in response to the effects derived from the spread of COVID-19 has continued. In this regard, medium and long-term loans have been contracted for the amount of €700 million. In addition, in order to reduce the financial cost, an ESG-linked loan of €500 million has been contracted with Intesa Sanpaolo to pay off debt for the same amount in January 2022.
On 23 December 2021, the Company obtained compliance waivers, until June 2023, for the financial leverage ratios and finance expenses of all existing debt as of 31 December 2021 with credit institutions BEI, ICO, FMS and Unicaja, ratios it was bound to comply with. In this regard, the financial ratios established in the Company's financing agreements are as follows:
| Ratio | 2020 | 2021 | 2022 | 2023 and subsequent |
|---|---|---|---|---|
| Net financial debt/EBITDA | 7.00x | 7.00x | 7.00x | 7.00x |
| Less than or equal to: | ||||
| EBITDA/Finance expenses | 3.00x | 3.00x | 3.00x | 3.00x |
| Greater than or equal to: |
The Company's only financial covenants are the two mentioned ratios, with the exception of two loans with the European Investment Bank (EIB), for a joint amount of €475.63 million where additional compliance with an Own Funds/Total Assets consolidated data ratio is required. The ratio needs to be greater than or equal to 15.0%. The ratio as of 31 December 2021 is 36.8%.
The concession by the European Investment Bank of the waiver on the fulfilment of the ratios until June 2023 is the only one that requires monthly compliance with a liquidity ratio, calculated as Liquidity/Debt Servicing for the next 12 months of Aena S.M.E., S.A. The Bank requires that the ratio be equal to or greater than 1x. The last available ratio was 2.7x, corresponding to the December 2021 reporting period.
Closely related to the capacity adjustment carried out at airports, Aena implemented a cost saving plan to protect its financial situation. This plan was based on the renegotiation of operational service agreements, the elimination of expenses and, at the start of the pandemic, the halting of new non-essential agreements.
The capacity adjustment, the cost cutting and, therefore, the drop in monthly operating cash outflow has been adjusted in line with the evolution of traffic, based on which, Aena has reopened terminals, and operational spaces at airports in which the capacity has been adapted to meet the specific needs of the operation.
Another of the measures adopted with the goal of strengthening the Group's solvency and safeguarding its liquidity as far as possible as a result of the circumstances produced by the COVID-19 health crisis, was the cancellation of the expected dividend charged to the results of fiscal year 2019, by agreement of the Board of Directors of Aena S.M.E., S.A., at its meeting held on 30 June 2020.
In conclusion, the Company has a cash balance of €1,383,069 thousand as of 31 December 2021 (2020: €1,141,265 thousand). In addition, it has €468,870 thousand available (undrawn) financing relating to loans with the EIB and ICO (2020: €124,370 thousand) and €800,000 thousand available in a syndicated line of credit with long-term maturity (2020: €800,000 thousand) (Note 15).
(Amounts in thousands of euros unless otherwise stated)
| Amount | ||
|---|---|---|
| (Millions of | ||
| Organisation | euros) | Maturity |
| EIB | 110 | Maximum 20 years since disbursement |
| EIB | 14 | Maximum 17 years since disbursement |
| EIB | 95 | Maximum 20 years since disbursement |
| ICO | 250 | 7 October 2031 |
| Syndicated Credit Line | 800 | 12 December 2025 |
| Total | 1,269 |
The Company's available cash and credit facilities at 31 December 2021 amounted to a total of €2,652 million (2020: €2,065 million), to which is added the possibility of issuing debt through the Euro Commercial Paper (ECP) programme of up to €900 million, which, at the end of the year, were available in their entirety (2020: €845 million). With all this, the Company has sufficient liquidity to deal with possible situations resulting in a reduction in cash generation derived from a reduction in the activity
Collaborating with measures designed to prevent the spread of COVID-19 and protecting the health of its workers, suppliers, external personnel and passengers are priorities for the Company. Since the beginning of the health crisis, Aena has created Operational Recovery Groups (GRO [Grupos de Recuperación Operativa]) in order to identify and implement measures to ensure that airports operate safely and generate confidence in passengers and workers. The measures envisaged have been coordinated with other players in the air transport sector (airlines through their main associations ALA and IATA, handling operators, commercial concessionaires, etc.) and with the Ministries of Transport and Health of the Government of Spain and the European Commission. In addition to this, Aena is an active member of the ACI Europe (Airports Council International Europe) 'Off the Ground' project.
Regarding health and operational controls at airports managed by Aena, in accordance with the first additional provision of Royal Decree-Law 21/2020, of 9 June, on urgent prevention, containment and coordination measures to deal with the health crisis caused by COVID-19, Aena, as manager of the public interest airport network, must temporarily make available to the central and peripheral services of the Foreign Health sub-directorate of the Spanish Ministry of Health, the human, healthcare and support resources necessary to ensure health checks on passengers arriving on international flights entering the country at the airports it manages. This is why, in collaboration with the Ministry of Health, Aena is currently managing the human and material resources that carry out primary checks on all passengers arriving in Spain from any other country, consisting of taking the temperature of passengers with thermal screening cameras, collecting data for locating passengers and a visual inspection, as well as a secondary check on passengers with symptoms. In addition, the Government of Spain announced the requirement, as of November 2020, to conduct a PCR test at origin for passengers from countries where the epidemiological situation may be risky. In order to comply with this decision, Aena has collaborated with the Ministry of Health, providing the technical and human means necessary for this new function.
Aena will be entitled to recover, as part of the Airport Regulation Document (DORA) framework by airport charges, the costs actually incurred for collaborating in carrying out health checks at airports, and the operational health and safety measures adopted, discounting any grants or other financial assistance it may receive for carrying out these activities under the first additional provision of Royal Decree-Law 21/2020, of 9 June, and the other operational health and safety measures to be adopted as a result of the COVID-19 pandemic.
The proposed measures affecting workers have been developed locally in each of the workplaces. Following the declarations of the pandemic and the State of Emergency in Spain, different measures and procedures, as far as possible taking into account the requirements of the different services, have been implemented, such as: teleworking, preventive measures related to cleaning, information and training, organisational measures, guidelines for the gradual return to face-to-face activity, protection equipment, diagnostic tests, risk assessments, etc. This was done in order to try and preserve the health of employees and, in order to do so, each job position had to be looked at individually when deciding which measures to take.
The Company's commitment to providing a safe environment that complies with all health recommendations has been accredited by the following recognitions received and projects developed:
(Amounts in thousands of euros unless otherwise stated)
The AHA programme by ACI and Skytrax accreditations of the network airports form part of the 'Estándar de aeropuerto seguro de Aena' (Aena Safe Airport Standard) project, whose main objective is to ensure the efficiency and effectiveness of the measures implemented in the Operational Recovery Plan.
With regard to the investment plan, during the State of Emergency period, from 14 March 2020, when the country's activity was paralysed, Aena temporarily suspended, for reasons of health safety and strategic prudence, the execution of its contracts for construction projects and technical assistance work associated with the plan. Airport projects require the direct and continuous participation of a multidisciplinary group of professionals from different companies and organisations, whose work was not compatible with compliance with the recommendations of the health authorities or with the legislation passed. In view of the new context, Aena carried out an exhaustive analysis and review of all ongoing and planned investments, in order to adapt its investment plan to the different, more realistic scenarios, based on meeting needs as they arise. Therefore, it was necessary to stop and rationally analyse the projects that would be associated with such investments, without this resulting in any breach of the investment obligations derived from the DORA.
As a result of the measures taken to control, contain and foresee events surrounding the pandemic in 2021, the Company incurred exceptional expenses, both in airport facilities, as well as in personal and health protection, to the reported amount of €114 million (2020: €53 million), recorded under the 'Other results' heading of the Income Statement. In addition, investments have been made in fixed assets amounting to €9.8 million (2020: €9.8 million).
As we indicated previously, Royal Decree-Law 21/2020, of 9 June, states that under the framework of the DORA, Aena will have the right to recover the costs incurred as a consequence of collaborating with the health authorities and of the remaining operational safety and hygiene measures that must be adopted as a consequence of the COVID-19 pandemic. At the end of fiscal year 2021, it is estimated that the amount of recoverable costs incurred by the Company in 2021 will amount to €54 million (2020: €22,964 thousand).
This risk is related to uncertainty on the interpretation of legislation in the context of the current crisis and adherence to new and ongoing legal requirements, which could lead to an increase in litigation arising from conflicts with operators, suppliers and customers.
Aena S.M.E., S.A. operates in a regulated sector and changes or future developments in the applicable regulations may have a negative impact on the income, operating profit/(loss) and financial position of Aena. In particular, the said regulations affect:
The legal framework applicable to Aena's airport network of general interest is provided for in many areas by Act 18/2014, of 15 October, on the approval of urgent measures for growth, competitiveness and efficiency (hereinafter, Act 18/2014). Act 18/2014 establishes that the Airport Regulation Document (hereinafter, DORA) is the instrument that must determine the five-year regulation conditions for the entire airport network of Aena, which is regarded as a service of general economic interest.
(Amounts in thousands of euros unless otherwise stated)
The DORA for the period 2017-2021 was the first five-year regulation document applicable since the entry into force of Act 18/2014. This DORA establishes obligations regarding the service quality standards and commissioning of strategic investments. Non-compliance with this document may lead to penalties to the Annual Maximum Revenue per Passenger.
Act 18/2014 introduces the mechanism governing the determination of airport charges for the first Airport Regulation Document ('DORA').
On 27 January 2017, the Council of Ministers approved the DORA for the 2017-21 period, in which they established the minimum service conditions that will be in force in airports in the Aena network for said period, providing a foreseeable regulatory framework in the medium-term that will has enabled improved levels of efficiency and competitiveness in terms of airport operations.
The DORA was prepared by the Directorate General of Civil Aviation (DGAC), following the proposal submitted by Aena and approved by its Board of Directors on 8 March 2016, duly adjusted to the conditions and principles set out in Act 18/2014, of 15 October. It contains Aena's obligations for said five-year period, establishing, amongst other aspects, the following:
The consultation process for the Airport Regulation Document for 2022-2026 (hereinafter DORA II) was conducted during the previous fiscal year and was approved by an Agreement of the Council of Ministers dated 28 September 2021, following a prior report of the Delegated Commission of the Government for Economic Affairs (CDGAE [Comisión Delegada del Gobierno para Asuntos Económicos]), as established in Article 26.1 of Act 18/2014.
DORA II offers the stability necessary to develop an efficient, competitive and sustainable long-term service. It sets the parameters for the recovery of the air transportation sector by allowing the airport network to have the resources necessary to provide a safe, quality and sustainable service with sufficient capacity to cover the recovery of traffic when it occurs. However, the conditions established in DORA 2022-2026 entail a series of obligations regarding the quality standards of the service and commissioning of strategic investments, whose non-compliance may entail penalties that, as occurred with DORA I, would in any case affect future fiscal years. The Company does not expect any non-compliance with the commitments undertaken within the framework of the DORA.
The conditions established in this DORA II, on the one hand, require that the airport operator offer, among other things, quality service with sufficient capacity to meet demand during the five-year regulatory period and, on the other, offer them the predictability needed to develop an efficient, competitive and sustainable service in the long-term.
DORA II establishes, among other measures, a freezing of Aena's airport fares over the next five years. This means fares will be among the most competitive and are expected to contribute to attracting new companies and to the recovery of the air transport sector.
Likewise, the document's main objectives include air traffic recovery, service excellence and commitment to safety, environmental sustainability, fostering innovation and digitization, and efficient management.
The main aspects included in DORA 2022-26 are, among others:
(Amounts in thousands of euros unless otherwise stated)
proposal that includes the users' opinion. Given the special circumstances associated with the COVID-19 pandemic, it introduces extraordinary commercial incentive schemes, which allow for the recovery of traffic and reduce connectivity restrictions. Commercial incentives aimed at improving environmental sustainability at the network's airports may also be established.
It should also be mentioned that, in an unexceptional situation, Aena assumes the risk arising from air traffic. However, in accordance with Article 27 of Act 18/2014, the Airport Regulation Document (DORA) may be reviewed for exceptional reasons during its validity period. This article considers exceptional reasons to be "anything not attributable to Aena, S.A., that is unforeseeable when approving the Airport Regulation Document (DORA), whenever there is a certain and substantial effect on the financial viability of the Aena, S.A. airport network. This includes, among others, annual reductions in passenger traffic above 10% throughout the network caused by natural disasters, terrorist acts or warfare".
As indicated in note 3.p, as a result of the strong drop in the Company's activity resulting from the COVID19 pandemic and the measures adopted to control it, under Article 27 of Law 18/2014, Aena requested, on 8 March 2021, the modification of DORA 2017-2021 and the granting of the economic rebalancing provided for in said standard. The Directorate General of Civil Aviation of the Ministry of Transport, Mobility and Urban Agenda has agreed, by Resolution of 16 December 2021, not to initiate the procedure to amend the aforementioned DORA 2017-2021, as it does not consider that all the exceptional circumstances referred to in Article 27 of Act 18/2014, of 15 October, have occurred and said Directorate General finds no elements within the DORA from which the requested compensation could derive. On 21 January 2022, Aena filed an administrative appeal before the Directorate General of Civil Aviation regarding the resolution, without prejudice to exercising other actions to which the Company may be entitled in defence of its corporate interests.
In 2012, the European Commission initiated an infringement procedure against the Kingdom of Spain to assess whether there has been an incorrect transposition of Directive 2009/12/EC, or an incorrect application of Regulation (EC) No. 1008/2008, on common rules for the operation of air services in the Community. This procedure was resolved on 2 December 2021 with no consequences for Aena, or for the Spanish State.
In addition, Aena's activity is regulated by both domestic and international regulations relating to personal, property and environmental operational safety, which could limit the activities or growth of Aena's airports and/or require significant outlays. Aena is a state trading company and, as such, its management capacity may be subject to regulatory conditions.
The main shareholder of Aena is the Spanish State. This Spanish State will continue to have control of Aena's operations, and its interests may differ from those of the other shareholders.
(Amounts in thousands of euros unless otherwise stated)
The Group's activity is directly related to the levels of passenger traffic and air operations at its airports, so it can be affected by the following factors:
These external factors that impact the aeronautical business include the risks derived from dependence upon airlines, possible bankruptcies and airline mergers in a crisis context, as well as competition from new means of transportation or alternative airports.
(Amounts in thousands of euros unless otherwise stated)
commercial operators, increasing the risk of non-payment and abandonment of contracts. Changes in consumer trends are also affecting the real estate business, raising additional challenges linked to the development strategy of airport cities.
The Company's management bodies have implemented mechanisms aimed at identifying, quantifying and covering situations of risk. Regardless of the above, situations that can entail a major risk are closely tracked, as are the measures taken in this regard. Notes 21 and 28 of this report detail the provisions and contingencies derived from the above risks.
On 31 January 2020, the UK left the European Union (Brexit) through the withdrawal agreement reached by both parties. It is considered that the potential consequences for air transport have been diffused in the current context dominated by the impact of COVID-19, so there are no relevant risks related to Brexit, with the exception of the requirement of ownership and control.
European legislation prevents airlines from operating among the countries of the European Union if majority ownership and control is not in European hands, therefore the risk lies in the fact that the European ownership of, among others, Iberia, Vueling, Iberia Express, Ryanair and EasyJet could be questioned and, therefore, so could their authorization to operate in Spain, both on domestic and European routes.
The IAG group represented 32.7% of total traffic in the airport network in Spain in 2021 (31.4% in 2020), while Ryanair accounted for 19.5% (17.8% in 2020) and EasyJet accounted for 4.1% in 2020 (4.8% in 2020). In response to this situation, airlines have taken different measures aimed at meeting these criteria that have been ratified by different national regulators. In addition, the UK's withdrawal agreement from the European Union covers the analysis of these ownership and control requirements as the result of a possible reciprocal liberalisation thereof.
The Company's activities are exposed to various financial risks: market risk (including exchange rate risk and fair value risk due to the interest rate), credit risk and liquidity risk. The Company's global risk management programme focuses on the uncertainty of financial markets and tries to minimise the potential adverse effects on its financial profitability. In specific cases, the Company uses derivative financial instruments to hedge certain risk exposures.
The Board of Directors issues policies to manage global risk, as well as specific areas, such as exchange rate risk, interest rate risk, liquidity risk, the use of derivatives and investment of surplus liquidity.
There is an acknowledgement of financial debt agreement between Aena S.M.E., S.A. and its parent company ENAIRE, which originated in the non-monetary contribution that led to the creation of Aena Aeropuertos, S.A., through which 94.9% of the parent company's bank debt was initially taken on ('Mirror loan with ENAIRE'). On 29 July 2014, this contract was novated (See Note 15.a).
The main financial risks are described below:
Exchange rate risk
The Company does not usually carry out significant commercial transactions in a currency other than the euro.
Interest rate risk on cash flows and fair value
The Company's interest rate risk arises from the financial debt. Loans issued at variable rates expose the Company to interest rate risk from cash flows. Fixed interest rate loans expose the Company to fair value interest rate risks.
Finance expenses are due mainly to own debt with credit institutions (see Note 15).
The Company's goal when managing interest rates is to optimise the finance expenses within the established risk limits and the risk variables in this case are the three and six-month Euribor, the main reference for long-term debt.
(Amounts in thousands of euros unless otherwise stated)
In addition, the value of the finance expenses risk over the time horizon of the forecasts is calculated and rate trend scenarios are established for the considered period.
Aena S.M.E., S.A. manages the interest rate risk in cash flows through variable to fixed interest rate hedge swaps. On 10 June 2015, the Company engaged in a variable to fixed interest rate cash flow hedging operation, for a notional amount of €4,195 million, of which hedges for a notional amount of €3,896 thousand maturing on 15 December 2026 are outstanding, to cover part of its exposure to the Mirror Loan with ENAIRE. The average spread of these loans over three and six-month Euribor was 1.0379%. The execution fixed rate was 1.9780%. The objective of the transaction was to provide a stable framework of interest rates in the DORA 2017–21 period. As of 31 December 2021, the total amount of the liability for these interest rate swaps amounts to €73,558 thousand (2020: €128,479 thousand) (See Note 15.e).
As of 31 December 2021, if the interest rate of variable-rate loans of Aena S.M.E., S.A. had increased or decreased by 20 basis points, keeping the remaining variables constant, the pre-tax profit for the year would have been €6,645 thousand higher and €6,645 thousand lower respectively (in 2020: €4,409 thousand higher and €4,409 thousand lower, respectively).
The Company has carefully monitored the market and the work of the various groups in the industry that are managing the transition to the new benchmark interest rates. This includes announcements made by LIBOR regulatory agencies (including the Financial Conduct Authority (FCA) and the US Commodity Futures Trading Commission) regarding the transition from the LIBOR (including the GBP LIBOR, USD LIBOR and JPY LIBOR) to the Sterling Overnight Index Average Rate (SONIA), the Secured Overnight Financing Rate (SOFR), and the Tokyo Overnight Average Rate (TONA), respectively.
In response to these announcements, the Company a transition programme was established in which the Treasury and Finance department is involved under the supervision of the Chief Financial Officer. The objective of the programme was to define which business areas have exposures to the LIBOR, and to prepare and present an action plan allowing a smooth transition to alternative benchmark rates. The company novated loan and interest rate derivative contracts in October 2021 and since this date, they have already reflected the new SONIA interest rate. This had no significant impact on the Luton subgroup.
As a result of all of this, the composition of the Company's debt by rates, as of 31 December 2021 is at 59% fixed-rate debt, compared to 41% variable-rate debt (as of 31 December 2020: 70% fixed and 30% variable), if the effect derived from the contracted interest rate swaps is considered.
The Company's credit risk originates from cash and cash equivalents, derivative financial instruments and bank and other deposits, as well as exposure to trade receivables and agreed transactions.
Credit risk relating to trade accounts is reduced, given that main clients are airlines, and collections are usually made in advance. As for retail customers who have leased premises at the various airports, their risk is managed by obtaining sureties and guarantees. As of 31 December 2021, the Company has, in addition to the deposits and other cash bonds listed in the Balance Sheet, sureties and other guarantees related to the normal course of the aeronautical business amounting to €190,777 thousand (2020: €221,900 thousand) and the normal course of the commercial business amounting to €426,618 thousand (2020: €543,720 thousand).
On 5 March 2011, Act 1/2011, of 4 March, which amends Act 21/2003, of 7 July, on Air Security, was published in the Spanish Official State Gazette. This act allowed Aena S.M.E., S.A. or its subsidiaries to use debt collection proceedings in order to manage, liquidate and collect payment of all outstanding airport charges, this being managed by the collection bodies of the State Tax Administration Agency.
The credit limits have not been exceeded during the fiscal year and the management does not expect any losses that were not provisioned for, as a result of default by these counterparties.
The main risk variables are the limitations in the financial markets, the increase in planned investment and the reduction in cash flow generation.
The credit risk policy described in the previous section results in short average collection periods. Additionally, as reflected in item a.i) of this note, as a result of the exceptional situation caused by the pandemic, Aena S.M.E., S.A. suffered significant cash flow reductions in 2021 compared to 2019 and is showing significant improvements compared to 2020. In order to ensure liquidity in the face of the severity and uncertainty surrounding the progress of the pandemic, the Company has deployed a plan to strengthen liquidity, making use of available credit lines and signing new financing operations. This
(Amounts in thousands of euros unless otherwise stated)
situation, together with the substantial reduction of costs and investments, has had a positive effect on the Company's cash generation. As of 31 December 2021, the Company has positive working capital of €404,817 thousand (positive in 2020: €754,103 thousand), EBITDA, calculated as the sum of operating profit and amortisation/depreciation of fixed assets, of €707,494 thousand (2020: €815,081 thousand), and there is no risk in meeting its short-term commitments given the positive operating cash flows, which the Company expects will remain positive in the short term. The Company tracks cash flow generation to ensure that it is capable of meeting its financial commitments.
The Company also has a cash balance of €1,383,069 thousand as of 31 December 2021 (2020: €1,141,265 thousand). In addition, the Company has €468,870 thousand available (undrawn) financing relating to loans with the EIB and ICO (2020: €124,370 thousand) and €800,000 thousand available in a syndicated line of credit with long-term maturity (Note 15). The Company's available cash and credit facilities as of 31 December 2021 amount to a total of €2,652 million, to which is added the possibility of issuing debt through the Euro Commercial Paper (ECP) programme up to €900 million, of which, at the end of the year, €900 million are available (2020: €845 million). Together with the implementation of specific plans for the efficient management of the Opex and Capex, this will allow the Company to face future liquidity tensions.
The breakdown of the Aena S.M.E., S.A. loans by applicable interest rate and annual average interest rate on 31 December 2021 and 31 December 2020, taking into account the hedging resulting from the contracted interest rate swaps is as follows:
| Thousands of euros | 31 December 2021 | 31 December 2020 | |||
|---|---|---|---|---|---|
| Average | |||||
| Balance | Average rate | Balance | rate | ||
| Variable | 3,322,617 | 0.43 | 2,204,557 | 0.37 | |
| Permanent | 4,765,525 | 1.26 | 5,229,933 | 1.32 | |
| TOTAL | 8,088,142 | 0.99 | 7,434,490 | 1.07 |
Aena S.M.E., S.A. has taken out loans that include the obligation to meet the following financial ratios, for a total outstanding amount, as of 31 December 2021, of €5,258 million:
These covenants are reviewed every year in June and December, taking into account the data on EBITDA and finance expenses for the last 12 months, and the net financial debt at the end of the period. In view of the ratio default forecast, Aena obtained, on 23 December 2021, waivers thereof until, June 2023. In this regard, the financial ratios established in the Company's financing agreements are as follows:
| Ratio | 2020 | 2021 | 2022 | 2023 and subsequent |
|---|---|---|---|---|
| Net financial debt/EBITDA Less than or equal to: |
7.00x | 7.00x | 7.00x | 7.00x |
| EBITDA/Finance expenses Greater than or equal to: |
3.00x | 3.00x | 3.00x | 3.00x |
Its only financial covenants are the two mentioned ratios, with the exception of two loans with the European Investment Bank (EIB), for a joint amount of €475.63 million where additional compliance with an Own Funds/Total Assets consolidated data ratio is required. The ratio needs to be greater than or equal to 15.0%. The ratio as of 31 December 2021 is 36.8%.
The concession by the European Investment Bank of the waiver of the fulfilment of the ratios until June 2023 requires monthly compliance with a liquidity ratio, calculated as Liquidity/Debt Servicing for the next 12 months of Aena S.M.E., S.A. The Bank requires that the ratio be equal to or greater than 1x. The last available ratio has been 2.7x, corresponding to the December 2021 reporting period.
Despite the negative effect on the Company's liquidity, the significant reduction in its activity as a result of the COVID-19 pandemic, in both 2020 and 2021, positive operating cash flows have been generated that increased during 2021 as air traffic has increased. In addition to the cash flows generated by its activity, as mentioned in Note 5.a.i, the Company has sufficient liquidity and access to financing that will allow it to meet investment payment commitments for the coming years (Note 7.i) and loan maturities (Note 5.a.i). Even if the conditions worsen significantly, Aena could access additional external financing, halt its investment plan and implement cost reduction measures, as it did at the beginning of the pandemic.
(Amounts in thousands of euros unless otherwise stated)
Aena is exposed to the effects of climate change and environmental sustainability is a key strategy for the company. This risk entails economic, operational and reputational impacts arising from the following matters:
When preparing the traffic forecasts taken into account in the performance of the impairment tests, the Group, in addition to taking into account the expected macroeconomic environment, has analysed the main risks, uncertainties and factors affecting air traffic, highlighting the risks related to climate change. Additionally, the Group has taken into account the projections made by the main international bodies of the aviation sector (see Note 8), which do not foresee a significant impact from the mentioned risk factors; thus, IATA forecasts an annual global growth of the number of air passengers in the range of 1.5-3.8% over the next 20 years.
In this regard, the models proposed for developing air traffic projections, have considered the impact of the following measures that are already being imposed in some European countries:
The impact that these measures could have on air traffic will depend on the conditions in which they are applied, although as of today there is still not enough detail on the scope and time frames for their implementation. Because of this, and to limit the uncertainty associated with the application of these measures, instead of the theoretical scenario that the econometric models would produce, the Base Scenario chosen is located in the medium-low fork of said econometric models (Note 7.e)
Additionally, in recent years, various environmental initiatives that could have a major impact on the aviation sector, if they materialise, have emerged. The EU's initiative 'Fit for 55' stands out, which aims to reduce greenhouse gases by 55% by 2030, including, among others, the following legislative proposals:
However, these possible regulations and laws are long-term risks that have not affected these consolidated annual accounts because legislation only gives rise to obligations in the financial statements once enacted or substantially enacted.
(Amounts in thousands of euros unless otherwise stated)
In preparing the Company's annual accounts, management has taken into account the impact of climate change in the recognition and measurement of assets and liabilities, and the level of compliance with the objectives of the Climate Action Plan of Aena S.M.E., S.A. These considerations have not had a significant impact on the judgements and estimates applied in preparing the financial information for the fiscal year.
The movements in the accounts included in intangible fixed assets for fiscal years 2021 and 2020 have been as follows:
| 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Intangible | |||||||||
| Operational | assets, concession agreement |
Software | Other intangible fixed assets |
Intangible fixed assets under construction |
Total | ||||
| Cost: | |||||||||
| Opening balance | 818 | 15,610 | 220,649 | 10,055 | 69,371 | 316,503 | |||
| Additions | - | 69 | 32,556 | - | 25,507 | 58,132 | |||
| Derecognitions (*) | - | (13) | (14) | - | (744) | (771) | |||
| Transfers (Notes 7 | |||||||||
| and 8) | - | 2 | 15,426 | 735 | (16,419) | (256) | |||
| Closing balance | 818 | 15,668 | 268,617 | 10,790 | 77,715 | 373,608 | |||
| Amortisation: | |||||||||
| Opening balance | (818) | (6,839) | (182,261) | (6,627) | - | (196,545) | |||
| Allocation | - | (723) | (25,031) | (698) | - | (26,452) | |||
| Derecognitions (*) | - | 6 | 14 | - | - | 20 | |||
| Transfers (Notes 7 | |||||||||
| and 8) | - | - | - | - | - | - | |||
| Closing balance | (818) | (7,556) | (207,278) | (7,325) | - | (222,977) | |||
| Net: | - | 8,112 | 61,339 | 3,465 | 77,715 | 150,631 |
(*) Derecognitions corresponding to assets that entered at net book value in the non-monetary contribution are made at net book value.
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Intangible | Intangible fixed | ||||||
| Operational | assets, concession agreement |
Software | Other intangible fixed assets |
assets under construction |
Total | ||
| Cost: | |||||||
| Opening balance | 818 | 15,528 | 205,396 | 8,740 | 57,240 | 287,722 | |
| Additions | - | 51 | 10,520 | 3 | 20,329 | 30,903 | |
| Derecognitions (*) | - | - | (866) | - | (23) | (889) | |
| Transfers (Notes 7 and 8) | - | 31 | 5,599 | 1,312 | (8,175) | (1,233) | |
| Closing balance | 818 | 15,610 | 220,649 | 10,055 | 69,371 | 316,503 | |
| Amortisation: | |||||||
| Opening balance | (818) | (6,142) | (163,232) | (6,843) | - | (177,035) | |
| Allocation | - | (697) | (19,969) | (439) | - | (21,105) | |
| Derecognitions (*) | - | - | 866 | - | - | 866 | |
| Transfers (Notes 7 and 8) | - | - | 74 | 655 | - | 729 | |
| Closing balance | (818) | (6,839) | (182,261) | (6,627) | - | (196,545) | |
| Net: | - | 8,771 | 38,388 | 3,428 | 69,371 | 119,958 |
(*) Derecognitions corresponding to assets that entered at net book value in the non-monetary contribution are made at net book value.
(Amounts in thousands of euros unless otherwise stated)
The 'Other intangible fixed assets' heading mainly includes the Master Plans for airports.
The main additions in fiscal years 2021 and 2020 in the 'Software' and 'Intangible fixed assets under construction' headings correspond to acquisitions, as well as improvements and developments, of new software technologies related to airports and central services, these include the new innovation site and the integration of loyalty clubs.
The total costs activated on 31 December 2021 and 2020 in the different kinds of intangible fixed assets, include assets under construction in accordance with the following breakdown:
| 2021 | 2020 | |
|---|---|---|
| Software | 40,454 | 32,873 |
| Other intangible fixed assets | 37,261 | 36,498 |
| Total | 77,715 | 69,371 |
During fiscal years 2021 and 2020, the Company has acquired the following items of their fixed assets from related companies Ingeniería y Economía del Transporte, S.A. (INECO), Ingeniería de Sistemas para la Defensa de España (ISDEFE) and Grupo Indra (in thousands of euros):
| 2021 | 2020 | ||||
|---|---|---|---|---|---|
| Cost | Accumulated amortisation |
Cost | Accumulated amortisation |
||
| Software | 857 | (69) | 319 | (38) | |
| Other intangible fixed assets | 1,150 | - | 755 | - | |
| Intangible fixed assets under construction | 1,260 | - | 1,269 | - | |
| Total | 3,267 | (69) | 2,343 | (38) |
During fiscal year 2021, a total of €4 thousand of finance expenses associated with intangible fixed assets (2020: €8 thousand) have been activated, which are recorded under the 'Activation of finance expenses' heading in finance income (see Note 23.e).
As of 31 December 2021, there are fully amortised intangible fixed assets in use according to the following detail:
| 2021 | 2020 | |
|---|---|---|
| Concessions | 72 | 39 |
| Operational | 794 | 794 |
| Software | 267,675 | 250,898 |
| Other intangible fixed assets | 86,105 | 86,273 |
| Total | 354,646 | 338,004 |
Because the non-monetary contribution mentioned in Note 1 was made at net book value, in 2021 and 2020, the original cost of these fixed assets is higher than the cost of the intangible fixed assets shown in the movement.
(Amounts in thousands of euros unless otherwise stated)
As described in Notes 4.a and 5.a.i, at the close of the fiscal years ended on 31 December 2021 and 2020, the Company has carried out the appropriate impairment tests, and results show that there is no need to allocate any amount for this item in fiscal year 2021.
The recoverable amount of the Aena airport network CGU is determined as detailed in Note 7, based on calculations of the value in use. The discount rate applied to cash flow forecasts is the Weighted Average Cost of Capital (WACC), and is determined by the weighted average cost of equity and cost of debt capital according to the financial structure established for the cash-generating unit, applying the CAPM (Capital Asset Pricing Model) methodology.
This sensitivity analysis that was conducted showed that there are no significant risks associated with reasonably possible changes in the assumptions, considered on an individual basis. That is, management believes that, within the above ranges, no corrections for impairment will be necessary. The main assumptions affecting the Company's cash flows are passenger traffic, change in prices, investment levels and efficiencies in operating costs.
(Amounts in thousands of euros unless otherwise stated)
The movements in this heading during fiscal years 2021 and 2020 have been as follows:
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Land and buildings | Plant and machinery |
Other facilities, tools and furnishings |
Other fixed assets |
Property, plant and equipment under construction |
Total | ||
| Cost: | |||||||
| Opening balance | 13,681,683 | 903,039 | 3,586,376 | 12,189 | 542,426 | 18,725,713 | |
| Additions | 111,857 | 32,369 | 96,719 | 526 | 520,747 | 762,218 | |
| Derecognitions (*) | (27,949) | (19,838) | (62,638) | (279) | (2,582) | (113,286) | |
| Transfers (Notes 6 and 8) | 70,341 | 35,836 | 141,853 | 17 | (254,864) | (6,817) | |
| Closing balance | 13,835,932 | 951,406 | 3,762,310 | 12,453 | 805,727 | 19,367,828 | |
| Amortisation | |||||||
| Opening balance | (3,581,191) | (539,871) | (2,476,560) | (8,310) | - | (6,605,932) | |
| Allocation | (389,071) | (60,931) | (232,813) | (991) | - | (683,806) | |
| Derecognitions (*) | 10,878 | 17,860 | 58,707 | 277 | - | 87,722 | |
| Transfers (Notes 6 and 8) | 6,899 | (890) | 217 | (3) | - | 6,223 | |
| Closing balance | (3,952,485) | (583,832) | (2,650,449) | (9,027) | - | (7,195,793) | |
| Impairment: | |||||||
| Opening balance | (109) | (37) | (10) | - | - | (156) | |
| Closing balance | (109) | (37) | (10) | - | - | (156) | |
| Net book value | 9,883,338 | 367,537 | 1,111,851 | 3,426 | 805,727 | 12,171,879 |
(*) Derecognitions corresponding to assets that entered at net book value in the non-monetary contribution are made at net book value.
| 2020 | ||||||
|---|---|---|---|---|---|---|
| Land and buildings |
Plant and machinery |
Other facilities, tools and furnishings |
Other fixed assets |
Property, plant and equipment under construction |
Total | |
| Cost: | ||||||
| Opening balance | 13,546,292 | 871,677 | 3,466,785 | 11,412 | 486,635 | 18,382,801 |
| Additions | 53,848 | 14,312 | 51,446 | 747 | 290,347 | 410,700 |
| Derecognitions (*) | (13,316) | (15,229) | (32,400) | (220) | (3,955) | (65,120) |
| Transfers (Notes 6 and 8) | 94,859 | 32,279 | 100,545 | 250 | (230,601) | (2,668) |
| Closing balance | 13,681,683 | 903,039 | 3,586,376 | 12,189 | 542,426 | 18,725,713 |
| Amortisation | ||||||
| Opening balance | (3,206,964) | (488,741) | (2,261,648) | (7,578) | - | (5,964,931) |
| Allocation | (385,739) | (65,063) | (243,424) | (952) | - | (695,178) |
| Derecognitions (*) | 8,302 | 13,714 | 30,912 | 220 | - | 53,148 |
| Transfers (Notes 6 and 8) | 3,210 | 219 | (2,400) | - | - | 1,029 |
| Closing balance | (3,581,191) | (539,871) | (2,476,560) | (8,310) | - | (6,605,932) |
| Impairment: | ||||||
| Opening balance | (109) | (37) | (10) | - | - | (156) |
| Closing balance | (109) | (37) | (10) | - | - | (156) |
| Net book value | 10,100,383 | 363,131 | 1,109,806 | 3,879 | 542,426 | 12,119,625 |
(*) Derecognitions corresponding to assets that entered at their net book value in the non-monetary contribution are made at their net book value.
(Amounts in thousands of euros unless otherwise stated)
The Company owns properties whose net value, separate from land and buildings, at the close of fiscal years 2021 and 2020, is as follows:
| 2021 | 2020 | |
|---|---|---|
| Land | 3,534,885 | 3,535,875 |
| Buildings | 6,348,453 | 6,564,508 |
| Total | 9,883,338 | 10,100,383 |
During fiscal years 2021 and 2020, the Company has acquired the following items of their property, plant and equipment from group company Aena Desarrollo Internacional S.M.E., S.A. (ADI) and related companies Ingeniería y Economía del Transporte, S.A. (INECO) and Ingeniería de Sistemas para la Defensa de España (ISDEFE) and Grupo Indra (thousands of euros):
| 2021 | 2020 | ||||
|---|---|---|---|---|---|
| Accumulated | Accumulated | ||||
| Book value (gross) | amortisation | Book value (gross) | amortisation | ||
| Land and buildings | 1,130 | (511) | 271 | (15) | |
| Technical facilities and machinery | 654 | (60) | 50 | (4) | |
| Other facilities, tools and furnishings | 188 | (7) | 293 | (10) | |
| Other fixed assets | 712 | (29) | 7 | - | |
| Property, plant and equipment under construction |
3,905 | - | 3,900 | - | |
| Total | 6,589 | (607) | 4,521 | (29) |
During fiscal year 2021, a total of €973 thousand of finance expenses accrued in the fiscal year have been activated, corresponding to the financing of fixed assets under construction (2020: €618 thousand), which are recorded in the 'Activation of finance expenses' heading in finance income (Note 23.e). In addition, €6,374 thousand of internal work carried out by the Company for its property, plant and equipment have been activated, which are recorded in the heading 'Works carried out by the company for its assets' of the attached profit and loss account (2020: €5,177 thousand).
The main additions recognised in fiscal years 2021 and 2020 are described below:
During fiscal year 2021, the main additions for the period have been the planned home soundproofing activities within the framework of the Sound Insulation Plan of Alicante-Elche Airport; the work related to the terminal building at Bilbao Airport; the work on the M16, M17, M18, M19, M20, M21, M22, M23 taxiways at Adolfo Suárez Madrid-Barajas Airport; and the work related to exit taxiway HW-1 threshold 12 (12-30) at Málaga-Costa del Sol Airport.
The most important commissioning activities have been: at Barcelona-El Prat Josep Tarradellas Airport the remodelling and expansion of the south dock building; at Palma de Mallorca Airport, the replacement of the EDS3 machines and the extension of the automated baggage handling system and its adaptation to the new functional design; and at the Tenerife Sur Airport the adaptation work of the T2 building to the new boarding processes.
During fiscal year 2020, the main additions in the period were the works related to connecting the apron with the parallel taxiway and the rapid exit taxiways, the refurbishment of the paving of the apron and runway thresholds, and the strips and taxiways at Ibiza Airport.
The most important actions put into service were: the adaptation of the terminal building to the new functional design in Reus Airport; the resurfacing of the runway at Sevilla Airport; the work done on the beacons at Málaga-Costa del Sol Airport to comply with the technical standards; the thermal insulation work on the terminal building and modules, and the new flooring in the terminal building at Palma de Mallorca Airport; and the renovation work on the T1, A2, A3, A4 and A5 taxiways, as well as the expansion of the commercial aircraft apron at Zaragoza Airport.
(Amounts in thousands of euros unless otherwise stated)
In fiscal year 2021, the most important additions were:
During fiscal year 2020, the most important additions were:
As for ongoing actions, worth noting are the investments in functional improvements at the terminal building of Tenerife Sur Airport; the continued acquisitions of explosive detection equipment (EDS) adapted to comply with Standard 3 integrated into the baggage handling system at various airports in the network, as well of checked baggage inspection systems; at Adolfo Suárez Madrid-Barajas Airport, the work on the T4S remote apron and the new T4 bus area; and in Gran Canaria Airport the work for the extension of accesses to the 03R and 03L thresholds.
During fiscal year 2020 the main additions to fixed assets under construction corresponded to the works to remodel and extend the south dock building at Barcelona-El Prat Josep Tarradellas Airport, the works related to the T4S remote apron at Adolfo Suárez Madrid-Barajas Airport, the extension of the automated baggage handling system at Palma de Mallorca Airport, those related to the functional improvements of the terminal building at Tenerife Sur Airport, and, notably, the acquisitions of explosives detection systems (EDS) adapted to comply with Standard 3 integrated into the baggage handling system at various airports in the network. Additionally, the main actions that are being carried out as of 31 December 2020 are: improvements in the Terminal Building according to a new functional design at Sevilla Airport, the regeneration of runway 06L-24R, and new rapid exit taxiways at Palma de Mallorca Airport.
Property, plant and equipment assets with a net value of €25,564 thousand were derecognised during fiscal year 2021 (during fiscal year 2020: €11,972 thousand).
The most representative property, plant and equipment disposals are derived from the rehabilitation of the pavement on the runways in various airports, replacement of explosive detection equipment integrated in the baggage handling system in various airports of the network with new models that meet Standard 3 established by the ECAC (European Civil Aviation Conference), the removal and replacement due to obsolescence of the communications network at Alicante-Elche airport with a new high-speed Wi-Fi communication system, as well as the demolition of a hydrocarbon plant due to the construction of a remote aircraft parking apron to service the T4S Satellite Building at Adolfo Suárez Madrid-Barajas Airport.
The derecognitions of property, plant and equipment that occurred during fiscal year 2021, allocated to results, have led to a total negative result of €13,053 thousand (have to add €211 thousand from asset repurchases to the negative result of €13,264 thousand of the net value of the derecognitions). Moreover, the following items that have not generated any result in the profit and loss account are included within the derecognitions
(Amounts in thousands of euros unless otherwise stated)
During fiscal year 2020 the most significant derecognitions were due to the replacement of various installations and items of equipment at several network airports and central services, demolitions to replace airport infrastructure, and derecognitions related to payments from fixed asset suppliers in respect of amounts capitalised in previous fiscal years.
The derecognitions of property, plant and equipment that occurred during fiscal year 2020, with allocation to results, led to a total negative result of €5,051 thousand (€1,124 thousand of profits from asset repurchases need to be added to the negative result of €6,265 thousand of the net value of the derecognitions). Moreover, the following items that have not generated any result in the profit and loss account are included within derecognitions:
As described in section a.i) of Note 5 and section e) of Note 4 of these annual accounts, on the effects of the COVID-19 pandemic, the measures to stop the spread of the coronavirus have led to an extraordinary reduction in the Company's activity and revenue, which has caused a sharp reduction in operating cash flows. These events can be considered as indicators of impairment, in accordance with the provisions of the accounting standards. Consequently, at the close of the fiscal years ended 31 December 2021 and 2020, the Company has carried out the appropriate impairment tests on all its cashgenerating units, not identifying any adjustments as of 31 December 2021 and 2020 that affect the property, plant and equipment items.
The reasonableness of the key assumptions made, as well as of the sensitivity analyses carried out, the results and the conclusions reached in the impairment tests carried out, have been favourably reviewed, in 2021 and 2020, by independent professional experts from Deloitte and Ernst & Young, respectively.
During fiscal year 2021 both the gradual recovery of air traffic, which is still far from the levels prior to the pandemic for all companies in the Aena Group, as well as the existing uncertainty regarding the recovery of the Group's activity, continue to be indicators of possible deterioration, therefore the impairment tests of all Cash-Generating Units have been updated. The assumptions on the evolution of air traffic continue to be key aspects when preparing the different scenarios of the impairment test due to the high degree of uncertainty that still exists in this regard.
The main premises and assumptions used to prepare the impairment tests carried out for each the CGU of the National Airport Network of Aena S.M.E., S.A., the sensitivity analyses carried out and the results and conclusions reached, are detailed below.
The main premises used in the base scenario used for calculating the recoverable value of the impairment test at the close of the fiscal year ended 31 December 2021 have been as follows:
(Amounts in thousands of euros unless otherwise stated)
As foreseen in the Airport Regulation Document DORA 2022-2026, published by the Spanish Civil Aviation Authority and approved by the Council of Ministers on 28 September 2021, it is estimated that the recovery of 2019 traffic will take place at the end of 2025, with a traffic recovery level for 2022 of -68% compared to 2019.
Although the current changing environment makes it extremely difficult to make estimates, this expectation of recovery is also supported by the outlook for European airports, in line with the base scenario published by ACI Europe in October 2021, as well as with projections regarding the number of Eurocontrol operations, also published in October 2021.
For the Base Scenario of the impairment test, Aena has considered the scenario approved in DORA 2022-2026, which is in line with the projections of the aforementioned international bodies and aligned with the Scenario proposed by Aena during the DORA elaboration process.
This traffic scenario takes into account, in addition to the foreseen macroeconomic environment, an analysis of the main risks, uncertainties and factors that affect air traffic at the current situation, both globally and those of the sector. Among the main risk factors analysed would be, among others: the evolution of the pandemic itself and the restrictions on mobility imposed, as well as the progress of the vaccination, structural habit changes, the adjustment of capacity by the airlines, competition with other modes of transport such as the high speed trains due to the entry into service of new corridors and the liberalisation of the railway sector, as well as the possible impact of climate change measures.
With regard to the possible impact of environmental measures, a large part of EU countries are committed, particularly through various environmental and reduction of emissions agreements, with a green exit from the crisis. These commitments are reflected in various initiatives that affect the air transport sector, as this sector is in the spotlight as regards measures to be taken.
In the models proposed for preparing the air traffic projections, the possible impact of the following measures that are already being imposed in some European countries has been considered:
The impact that these measures could have on air traffic will depend on the conditions in which they are applied, although as of today there is still not enough detail on the scope and time frames for their implementation. Because of this, and to limit the uncertainty associated with the application of these measures, instead of the theoretical scenario that the econometric models would produce, the Base Scenario chosen is located in the medium-low range of these econometric models, with a significance level of 50%, derived from the risk analysis carried out and taking into account that Eurocontrol regularly uses this same interval to develop its traffic scenarios.
Additionally, in recent years various environmental initiatives have emerged that have not been considered in the Base Traffic Scenario because it is still premature to be able to make an assessment on them, but which, should they materialise, could have a great impact on the aviation sector. Worth noting is the EU 'Fit for 55', which includes, among others, the following legislative proposals:
The scenario foreseen in the 2020 annual accounts was practically identical, based on a recovery of 2019 traffic levels between 2025 and 2026, and with a traffic recovery level for 2021 of -65% compared to 2019.
The Company carried out the calculations of the recoverable value as value in use on 31 December 2021 based on the financial projections approved by Management for the 2022-2027 period and based on the scenario for the regulated business proposed in DORA 2022-2026.
Traditionally, the Company uses a four-year projection period for this CGU. However, considering the current uncertain environment, it has been deemed more appropriate to extend the projection period until 2027.
The cash flow forecasts from the seventh year have been calculated using a constant expected growth rate of 1.5%.
(Amounts in thousands of euros unless otherwise stated)
The key assumptions that mainly affect the cash flows of the airport network's Cash-Generating Unit are:
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 |
|---|---|---|---|---|---|
| -3.17% | 3.00% | 2.00% | 1.00% | 1.00% | 1.00% |
In the base scenario, a charges reduction of 3.17% has been considered for 2022, as proposed during the consultation process with the airlines and has been confirmed by the CNMC in its resolution of February 17, 2022 (Note 29). In 2023, 2024 and 2025, there is an estimated rate increase that will enable the continued recovery of the costs incurred as a result of the pandemic. From 2026, a growth assumption of 1% is made, as from that year, Transitory Provision 6a of Act 18/2014 allows rate increases higher than 0%.
| 31 December | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Perpetual growth rate | 1.5% | 1.5% | |
| Pre-tax discount rate (WACC pre-tax) | 9.1% | 8.5% | |
| Post-tax discount rate (WACC post-tax) | 6.8% | 6.3% |
The discount rate applied to cash flow projections is the Weighted Average Cost of Capital, estimated according to the Capital Asset Pricing Model (CAPM) methodology, and is determined by the weighted average cost of equity, and cost of debt capital.
The slight increase in the discount rate used in 2021 compared to the one used in the fiscal year 2020 is mainly due to the increased yield of the Spanish 10-year bond during the fiscal year 2021.
To 31 December 2021, the Group carried out the impairment test using the base scenario with the assumptions and variables described above and found no impacts on the consolidated financial statements as of 31 December 2021.
Additionally, the Group performed a sensitivity analysis of the impairment calculation, using variations, within a reasonable range, of the main financial assumptions considered in the calculation, assuming the following increases or decreases, expressed in percentage points (p.p.):
As well as the following changes in the key assumptions:
(Amounts in thousands of euros unless otherwise stated)
The variations of the value in use resulting from the described sensitivity analysis with respect to the value in use of the base scenario mentioned above are shown below:
| Post-tax discount rate | Perpetual growth rate (g) | |||||
|---|---|---|---|---|---|---|
| Thousands of euros | 5.8% | 6.8% | 7.8% | 0.5% | 1.5% | 2.5% |
| Pessimistic passenger traffic scenario | 3,677,149 | (1,514,206) | (5,040,246) | (4,338,035) | (1,514,206) | 2,637,307 |
| Base Scenario | 5,451,664 | - | (3,704,575) | (2,962,183) | - | 4,354,918 |
| Optimistic passenger traffic scenario | 8,085,547 | 2,354,563 | (1,493,360) | (850,741) | 2,354,563 | 7,066,910 |
| Rates -2% | 606,191 | (3,853,032) | (6,884,973) | (6,272,719) | (3,853,032) | (295,676) |
The result of these sensitivity analyses, performed on 31 December 2021, show there are no significant risks associated with reasonably possible changes to the assumptions. That is, Management believes that, within the above ranges, no corrections for impairment in any of the aforementioned situations will be necessary.
As of 31 December 2021, the Company has grants for fixed assets amounting to €319,035 thousand net taxes (2020: €345,466 thousand) (see Note 19d). The gross cost of the assets in use related to these grants is €2,384 million, which correspond to property, plant and equipment (2020: €2,394 million).
Of the above amount, Aena S.M.E., S.A. has collected practically all amounts, leaving only a debit balance for this item of €961 thousand as of 31 December 2021 (2020: €1,153 thousand) (see Note 22).
The contributed land, buildings and constructions (see Note 1) have lost their classification as public domain property due to the reclassification conducted by Article 9 of Royal Decree-Law 13/2011, of 3 December, which establishes that all state public domain properties assigned to the public business entity ENAIRE that are not used for air navigation services, including those destined for air traffic services, will cease to be public domain property, without this altering the purpose for which they were expropriated and they will, therefore, not need to be reverted.
There are certain limitations on the sale of airport assets (see Note 15).
As of 31 December 2021 and 2020, there is property, plant and equipment that is fully amortised and still in use, according to the following details:
| 2021 (*) | 2020 (*) | |
|---|---|---|
| Buildings | 1,356,085 | 1,323,307 |
| Plant and machinery | 598,917 | 481,273 |
| Other facilities, tools and furnishings | 2,096,366 | 1,723,320 |
| Other fixed assets | 12,862 | 13,571 |
| Total | 4,064,230 | 3,541,471 |
(*) These amounts refer to the original cost of the assets (the non-monetary contribution was made at net book value).
The commitments for investments pending execution as of 31 December 2021 amount to approximately €958.9 million (2020: €1,288 million), which include the awarded investments pending contractual formalisation and the final investments pending execution. The details of the fiscal years in which payments will be made for the fixed asset purchase commitments are shown below:
(Amounts in thousands of euros unless otherwise stated)
| Maturity | At 31 December 2021 (millions of euros) |
|---|---|
| 2022 | 638.9 |
| 2023 | 197.0 |
| 2024 | 70.6 |
| 2025 | 36.6 |
| 2026 | 8.4 |
| Subsequent | 7.4 |
| Total | 958.9 |
The total investment associated with airport services for the 2022–2026 period in DORA II amounts to €2,250 million. This investment is not formalized nor is it enforceable at the end of the 2021 fiscal year, with the exception of €448.5 million euros corresponding to investment commitments for the 2022–2026 fiscal year that are detailed previously.
The breakdown by investment typology included in the DORA for the 2022-2026 period is as follows:
| Type of investment (Millions of euros) |
Total period 2022–2026 |
|
|---|---|---|
| Strategic | 479.16 | 21.3% |
| Regulatory | 615.90 | 27.4% |
| Relevant | 334.55 | 14.8 |
| Other investments | 697.29 | 31.0% |
| Budgetary allocation for replacement | 123.10 | 5.5% |
| Total DORA Period | 2,250.00 | 100% |
The 2022-2026 DORA identifies as strategic investments those that are necessary to comply with the established capacity standards, as well as those that due to their scope have an extraordinary impact on the strategic lines for the second regulated five-year period in terms of sustainability, innovation and economic and process efficiency. Of particular relevance are the capacity actions that will be needed in future regulatory periods but which need to be started during the five-year period of 2022-2026.
The regulated investments planned for the next five-year period and onwards are focused, to a large extent, on performing the actions required by the applicable regulations, as well as on carrying out the proper maintenance of the airport network and contributing to the improvement of environmental sustainability.
The Company's policy is to take out insurance policies to suitably cover all possible risks that could affect the various items of its property, plant and equipment. At the end of fiscal years 2021 and 2020, the Company considers there is no coverage deficit.
The Company leases part of its property, plant and equipment to third parties for commercial use. The Company's operating and financial leases are detailed in Note 9. The approximate amount of the property, plant and equipment items that are subject to operating lease as of 31 December 2021 amounts to approximately €1,196 million (2020: €1,200 million).
The Company has an agreement with the Ministry of Defence to establish the rules on the assignment and compensation criteria for the use by civilian aircraft of Air Bases Open to Civilian Traffic in Villanubla, León, Albacete, Matacán, Talavera and the joint-use airfield in Zaragoza. This Agreement is based on the application of Royal Decree 1167/1995, of 7 July, on the system for using airports as both an airbase and an airport, and the airbases open to civilian traffic.
(Amounts in thousands of euros unless otherwise stated)
The amounts shown below represent the Company's shareholdings in assets and liabilities, not including the allocation of indirect costs, which have been included in the balance sheet (in thousands of euros):
| 2021 | 2020 |
|---|---|
| 174,147 | 178,119 |
| 174,147 | 178,119 |
| 9,893 | |
| (37,566) | (36,265) |
| (25,398) | (26,372) |
| 12,168 |
There are no contingent liabilities corresponding to the Company's interest in the joint operations or contingent liabilities in the joint operations itself.
In accordance with the accounting policy described in Note '4b)', the Company activates, as the greatest value of the fixed assets, the initial estimate of the costs to repair the site to its original condition, when they constitute obligations incurred by Aena as a result of using the item. Thus, all obligations envisaged for carrying out noise insulation and soundproofing of residential areas in order to comply with current legislation on noise generated by airport infrastructures are capitalised as an increase in airport assets (see Note 21).
(Amounts in thousands of euros unless otherwise stated)
Real estate investment movements during fiscal years 2021 and 2020 are shown below:
| 2021 | |||
|---|---|---|---|
| Real estate land and | Other | ||
| buildings | Facilities | Total | |
| Cost: | |||
| Opening balance | 189,265 | 3,507 | 192,772 |
| Additions | 1,969 | - | 1,969 |
| Derecognitions | (229) | - | (229) |
| Transfers (Notes 6 and 7) | 7,071 | 2 | 7,073 |
| Closing balance | 198,076 | 3,509 | 201,585 |
| Amortisation: | |||
| Opening balance | (45,088) | (3,382) | (48,470) |
| Allocation | (5,238) | (54) | (5,292) |
| Removed allocations | 149 | - | 149 |
| Transfers (Notes 6 and 7) | (6,223) | - | (6,223) |
| Closing balance | (56,400) | (3,436) | (59,836) |
| Impairment: | |||
| Opening balance | (5,126) | - | (5,126) |
| Allocation | (15) | - | (15) |
| Reversal | 120 | - | 120 |
| Closing balance | (5,021) | - | (5,021) |
| Net: | 136,655 | 73 | 136,728 |
| 2020 | |||
|---|---|---|---|
| Real estate land and | Other | ||
| buildings | Facilities | Total | |
| Cost: | |||
| Opening balance | 185,437 | 3,359 | 188,796 |
| Additions | 75 | - | 75 |
| Transfers (Notes 6 and 7) | 3,753 | 148 | 3,901 |
| Closing balance | 189,265 | 3,507 | 192,772 |
| Amortisation: | |||
| Opening balance | (38,397) | (3,228) | (41,625) |
| Allocation | (4,983) | (104) | (5,087) |
| Transfers (Notes 6 and 7) | (1,708) | (50) | (1,758) |
| Closing balance | (45,088) | (3,382) | (48,470) |
| Impairment: | |||
| Opening balance | (6,243) | - | (6,243) |
| Allocation | (724) | - | (724) |
| Reversal | 1,841 | - | 1,841 |
| Closing balance | (5,126) | - | (5,126) |
| Net: | 139,051 | 125 | 139,176 |
This section mainly includes real estate assets used for leasing operations (land, offices, hangars and warehouses). In the cases in which these properties are composed of one part that generates rent and another part that is used in the production or supply of goods or services, or for administrative purposes, such properties are considered real estate investments when only an insignificant portion of them is used for the production or supply of goods or services, or for administrative purposes.
At the end of fiscal years 2021 and 2020, there were no real estate investments subject to guarantees.
The Company's policy is to obtain insurance policies to cover possible risks that could affect its real estate investments. At the end of fiscal years 2021 and 2020, the Company had reasonably covered these risks.
(Amounts in thousands of euros unless otherwise stated)
In fiscal year 2021, the main additions in real estate investments correspond to the foreseen reversal of one of the buildings at Adolfo Suárez Madrid-Barajas Airport and the work carried out in the general aviation building at Palma de Mallorca Airport.
In fiscal year 2020, the main additions in real estate investments correspond to improvements made in real estate constructions, and the transfers are caused by the change of use of various buildings.
In 2021, the Company did not acquire real estate constructions from group or related companies, nor did it in 2020.
As of 31 December 2021 and 2020, there are real estate investments that are fully amortised and still in use, according to the following details:
| 2021 | 2020 | |
|---|---|---|
| Real estate buildings | 14,244 | 14,007 |
| Real estate facilities | 2,865 | 2,832 |
| Total | 17,109 | 16,839 |
| (*) These amounts refer to the original cost of the assets (the non-monetary contribution was made at |
net book value).
The fair value of the real estate investments, taking into account the present values as of the dates presented, are as follows:
| 2021 | 2020 | |
|---|---|---|
| Land | 344,263 | 331,874 |
| Buildings | 518,920 | 499,580 |
| Total | 863,183 | 831,454 |
The Company has commissioned an independent appraisal company (Gloval Valuation, S.A.U.) to review and value the real estate portfolio as of 31 December 2021, as it also did for 31 December 2020, in order to determine the fair value of its real estate investments, with special attention put on the significant changes and market conditions caused by the COVID-19 pandemic.
The valuation has been performed using a capitalisation approach, which provides an indication of value by converting future cash flows into a single present capital value. This approach, which is similar to a Discounted Cash Flow (DCF) model, is generally used to estimate the value of cash-generating operating units, explicitly recognising the time value of cash flows that the asset itself will generate.
As a result of the comparison between the fair value as of 31 December 2021 and the book value of the various cashgenerating units included in the Real Estate segment an impairment has been provisioned for two buildings and land totalling €1,645 thousand and a partial reversal of impairments totalling €120 thousand, thus obtaining a net positive result of €104 thousand. The joint recoverable value of all real estate service segment assets as of 31 December 2021 amounts to €863,183 thousand.
In fiscal year 2020, the Company also engaged an independent appraisal company (Gloval Valuation, S.A.U.) to review and appraise the real estate portfolio as of 31 December 2020. The purpose was to determine the fair value of its real estate investments. As a result of the comparison between the fair value as of 31 December 2020 and the book value of the various CGUs included in the Real estate segment an impairment was provisioned for four buildings totalling €724 thousand as well as a partial reversal of the impairment for land occupied by the golf courses at Barcelona-El Prat Josep Tarradellas Airport and Valencia Airport totalling €1,841 thousand, thus obtaining a net positive result of €1,117 thousand. The joint recoverable value of all real estate service segment assets as of 31 December 2020 amounts to €831,454 thousand.
(Amounts in thousands of euros unless otherwise stated)
The Company uses a variety of assets in the system of operating leases to third parties. These include the ones outlined below with the main characteristics of the corresponding agreements:
| Asset | Location | Date of maturity | Annual rent without VAT (thousands of euros) |
Notes |
|---|---|---|---|---|
| Piovera building | Madrid | 31/01/2024 | 3,756 | Rent based on contract conditions |
The total minimum future payments of operating leases that cannot be cancelled (until the agreement expires) are as follows (in thousands of euros):
| 2021 | 2020 | |
|---|---|---|
| Less than one year | 3,883 | 3,754 |
| Between one and five years | 4,283 | 8,185 |
| More than five years | - | - |
| Total | 8,166 | 11,939 |
The Company leases several shops and warehouses under non-cancellable operating lease agreements. These contracts last between five and ten years, and most of them can be renovated upon expiry in accordance with market conditions.
The minimum total collections from non-cancellable operating leases are as follows for the terms indicated (in thousands of euros):
| 2021 | 2020 | |
|---|---|---|
| Less than one year | 93,645 | 701,756 |
| Between one and five years | 214,512 | 2,514,572 |
| More than five years | 27,001 | 25,777 |
| Total | 335,158 | 3,242,105 |
On 3 October 2021, Act 13/2021, of 1 October, amending Act 16/1987, of 30 July, on Land Transport Regulations, entered into force. The seventh final provision (DF7) thereof establishes that the Minimum Annual Guaranteed Rent (MAG) established in the agreements becomes variable rent on the basis of the drop in the volume of passengers at each airport where the leased premises are located with respect to the volume of passengers that existed at that same airport in 2019, until the annual volume of passengers at the airport is equal to the one that existed in 2019. Given that the rent becomes variable based on the number of passengers until traffic recovers to 2019 levels, it has been considered that there will be no minimum MAG charges until traffic recovers as foreseen in DORA II, which explains the significant decrease in total minimum charges.
(Amounts in thousands of euros unless otherwise stated)
The total minimum charges, broken down for the next 5 years, for non-cancellable operating leases, are as follows:
| At | |
|---|---|
| Maturity | 31 December 2021 |
| (thousands of euros) | |
| 2022 | 93,645 |
| 2023 | 80,900 |
| 2024 | 64,010 |
| 2025 | 43,065 |
| 2026 | 26,537 |
| Subsequent | 27,001 |
| Total | 335,158 |
In its property, plant and equipment, the Company includes a power cogeneration plant at Adolfo Suárez Madrid-Barajas Airport and certain computer equipment (acquired in 2018), which are under a financial lease agreement in which the Company is the lessee. The amount for which the assets were initially recognised amounted to €17,955 thousand, corresponding to their estimated fair value. The amounts are shown below in thousands of euros:
| 2021 | 2020 | |
|---|---|---|
| Cost – capitalised finance leases | 17,955 | 17,955 |
| Accumulated amortisation | (11,938) | (10,453) |
| Net book value | 6,017 | 7,502 |
As of 31 December 2021 and 2020, the current value of the minimum lease payments to be paid in the future, not including increases in inflation or other contingent charges, derived from said financial lease agreement is as follows (in thousands of euros):
| 2021 | 2020 | |
|---|---|---|
| Less than one year | 1,682 | 1,682 |
| Between one and five years | 5,586 | 7,332 |
| More than five years | - | - |
| 7,268 | 9,014 |
The current value of the minimum lease payments to be paid in the future, for the next five years, is as follows:
| At | |
|---|---|
| Maturity | 31 December 2021 |
| (thousands of euros) | |
| 2022 | 1,682 |
| 2023 | 1,790 |
| 2024 | 1,915 |
| 2025 | 1,881 |
| 2026 | - |
| Total | 7,268 |
(Amounts in thousands of euros unless otherwise stated)
The book value of each category of financial instruments established in the 'Financial instruments' recording and valuation standard, except for investments in equity of group, multigroup and associated companies (Note 11), is as follows (in thousands of euros):
| Loans to companies | Long-term financial assets Other financial assets (*) |
Total | |||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Financial Assets at Amortised Cost | - | 370,000 | 95,043 | 98,162 | 95,043 | 468,162 | |
| Financial Assets at Cost (Note 12) | 370,000 | - | - | - | 370,000 | - | |
| Total | 370,000 | 370,000 | 95,043 | 98,162 | 465,043 | 468,162 |
(*) The 'Other financial assets' item mainly includes deposits consigned by legal mandate with various public institutions of Autonomous Regions, corresponding to deposits in guarantee previously received from leaseholders of commercial spaces owned by Aena S.M.E., S.A., in compliance with Act 29/1994, of 24 November, on Urban Leases.
| Short-term financial assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans to companies | Other financial assets (**) |
Total | |||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||
| Financial Assets at Amortised Cost | 2,150 | 299 | 556,051 | 743,058 | 558,201 | 743,357 | |||
| Total | 2,150 | 299 | 556,051 | 743,058 | 558,201 | 743,357 |
(**) The 'Other financial instruments' item mainly contains the total of the 'Trade and other receivables' heading, excluding 'Other loans with Public Administrations' and 'Current tax assets'.
| Long-term financial liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Debts with credit institutions (*) |
Debts with group companies (**) |
Derivatives | Other financial liabilities (***) |
Total | ||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Financial Liabilities at Amortised Cost |
3,292,734 | 2,673,731 | 3,624,598 | 4,159,882 | - | - | 154,409 | 144,864 | 7,071,741 | 6,978,477 |
| Hedging derivatives | - | - | - | - | 45,951 | 96,834 | - | - | 45,951 | 96,834 |
| Total | 3,292,734 | 2,673,731 | 3,624,598 | 4,159,882 | 45,951 | 96,834 | 154,409 | 144,864 | 7,117,692 | 7,075,311 |
(*) Including the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €2,896 thousand (2020: €1,899 thousand) (see Note 15).
(*) The 'Debts' heading refers to 'Debts with group companies' and includes the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €2,078 thousand (2020: €2,630 thousand) (see Note 15). (***) The amount of the bonds corresponds to bonds and guarantees set by commercial space leaseholders, as well as deposits established by airlines and handling agents.
| Short-term financial liabilities | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debts with credit institutions (*) |
Bonds and Debts with group other and associated negotiable companies (**) securities |
Derivatives | Other financial liabilities (***) |
Total | ||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Financial Liabilities at Amortised Cost |
632,907 | 53,370 | - | 55,000 | 545,693 | 561,798 | - | - | 632,754 | 456,424 | 1,811,354 | 1,126,592 |
| Hedging derivatives | - | - | - | - | - | - | 27,607 | 31,645 | - | - | 27,607 | 31,645 |
| Total | 632,907 | 53,370 | - | 55,000 | 545,693 | 561,798 | 27,607 | 31,645 | 632,754 | 456,424 | 1,838,961 | 1,158,237 |
(*) Including the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €830 thousand (2020: €488 thousand (Note 20)) (see Note 15).
(**) The 'Debts' heading refers to 'Debts with group companies' and includes the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €272 thousand (2020: €316 thousand) (see Note 15).
(***) Includes, mainly, debts to fixed asset Suppliers, for the amount of €337,952 thousand (2020: €206,734 thousand), as well as
the 'Commercial creditors and other accounts payable' heading excluding 'Other debts with Public Administrations'.
The net profits and losses of financial assets and liabilities as of 31 December 2021 and 2020 are shown in Note 23.f.
At the close of the fiscal year ended 31 December 2021 and 2020, the Company has no firm commitment to purchase or sell financial assets and liabilities.
At the end of fiscal years 2021 and 2020, the book value of financial assets and liabilities does not differ significantly from their fair value.
The following table presents an analysis of the financial instruments that are measured at fair value, classified by measurement method. A fair value hierarchy is established that classifies the input data from valuation techniques used to measure fair value in three levels, as follows:
The following table presents the Company's assets and liabilities measured at fair value at 31 December 2021:
| Tier 1 | Tier 2 | Tier 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Derivatives (Note 13) | - | - | - | - |
| Total assets | - | - | - | - |
| Liabilities | ||||
| Derivatives (Note 13) | - | 73,558 | - | 73,558 |
| Total liabilities | - | 73,558 | - | 73,558 |
The following table presents the Company's assets and liabilities measured at fair value at 31 December 2020:
| Tier 1 | Tier 2 | Tier 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Derivatives (Note 13) | - | - | - | - |
| Total assets | - | - | - | - |
| Liabilities | ||||
| Derivatives (Note 13) | - | 128,479 | - | 128,479 |
| Total liabilities | - | 128,479 | - | 128,479 |
There have been no transfers between Tier 1 and Tier 2 financial instruments during the period.
a) Financial instruments in Tier 1:
The fair value of the financial instruments that are negotiated on active markets is based on listed market prices on the reporting date. A market is considered active when listed prices are readily and regularly available through an exchange, financial intermediaries, a sectoral institution, a price service or a regulatory body, and those prices reflect current market transactions that occur regularly between parties acting in conditions of mutual independence. The listed market price used for the financial assets held by the Group is the current purchasing price. These instruments are included in Tier 1. There are no financial instruments in Tier 1 on any of the dates.
b) Financial instruments in Tier 2:
The fair value of financial instruments that are not traded on an active market (eg off-the-books market derivatives) is determined using valuation techniques. The measurement techniques maximize the use of observable market information that is available and are based as little as possible on specific estimates made by the companies. If the significant inputs that are required to calculate the fair value of an instrument are observable, the instrument is included in Tier 2. The financial instruments included in Tier 2 are interest rate derivatives (swaps) hedging floating rate loans.
c) Financial instruments in Tier 3:
If one or more of the significant inputs are not based on data observable in the market, the financial instrument is included in Tier 3. There are no financial instruments in Tier 3 on either of the dates.
The specific measurement techniques applied to financial instruments include:
On 31 December 2021, the amounts of financial instruments with a determined or determinable maturity, classified by year of maturity, are as follows (in thousands of euros):
| 2027 and | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets | 2022 | 2023 | 2024 | 2025 | 2026 | subsequent | Total |
| Financial Assets at Amortised Cost | 558,201 | 14,186 | 9,182 | 5,818 | 31,846 | 34,011 | 653,244 |
| Financial Assets at Cost (Note 11) | - | 370,000 | - | - | - | - | 370,000 |
| Total | 558,201 | 384,186 | 9,182 | 5,818 | 31,846 | 34,011 | 1,023,244 |
| Financial liabilities | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and subsequent |
Total |
|---|---|---|---|---|---|---|---|
| Loan with the ultimate parent company (*) | |||||||
| (Note 15) | 535,564 | 514,364 | 765,707 | 396,710 | 376,402 | 1,571,415 | 4,160,162 |
| Interest accrued on outstanding loans | 10,129 | - | - | - | - | - | 10,129 |
| Debts with credit institutions (**) (Note 15) |
629,170 | 580,000 | 1,230,000 | 330,000 | 406,667 | 746,067 | 3,921,904 |
| Interest on debts with credit institutions | 3,737 | - | - | - | - | - | 3,737 |
| Guarantees received | 54,302 | 45,370 | 9,708 | 44,229 | 11,615 | 37,777 | 203,001 |
| Financial leasing creditors | 1,682 | 1,790 | 1,915 | 1,881 | - | - | 7,268 |
| Other long-term debts | 154 | 41 | 83 | - | - | - | 278 |
| Trade and other payables | 576,616 | - | - | - | - | - | 576,616 |
| Financial Liabilities at Amortised Cost | 1,811,354 | 1,141,565 | 2,007,413 | 772,820 | 794,684 | 2,355,259 | 8,883,095 |
| Hedging derivatives (Note 15) | 27,607 | 18,244 | 12,129 | 9,226 | 6,352 | - | 73,558 |
| Total | 1,838,961 | 1,159,809 | 2,019,542 | 782,046 | 801,036 | 2,355,259 | 8,956,653 |
(*) Including the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €2,350 thousand, of which an amount of €2,078 thousand corresponds to long-term and €272 thousand to short-term (2020: €2,946 thousand, of which €2,630 thousand are long-term and €316 thousand are short-term) (see note 15), as these concepts do not involve cash outflow.
(**) Including the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €3,725 thousand, of which an amount of €2,896 thousand are long-term and €830 thousand are short-term (2020: €2,387 thousand , of which €1,899 thousand are long and €488 thousand are short-term) (see note 15), as these concepts do not involve cash outflow.
On 31 December 2020, the amounts of financial instruments with a determined or determinable maturity, classified by year of maturity, are as follows (in euros):
| Financial assets | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 and thereafter |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Financial Assets at Amortised Cost | 743,357 | 21,535 | 9,866 | 5,681 | 38,341 | 392,739 | 1,211,519 | ||
| Total | 743,357 | 21,535 | 9,866 | 5,681 | 38,341 | 392,739 | 1,211,519 | ||
| Financial liabilities | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 and thereafter |
Total | ||
| Loan with the ultimate parent company (*) (Note 15) | 546,349 | 535,836 | 514,364 | 512,641 | 649,777 | 1,949,894 | |||
| Interest accrued on outstanding loans | 11,656 | - | - | - | - | - | 4,708,861 11,656 |
||
| Debts due to tax effect (Note 12) | 3,461 | - | - | - | - | - | 3.461 | ||
| Bonds and other negotiable securities (Note 15) | 55,000 | - | - | - | - | - | 55,000 | ||
| Debts with credit institutions (**) (Note 15) | 50,000 | 530,000 | 480,000 | 255,000 | 555,000 | 855,630 | 2,725,630 | ||
| Interest on debts with credit institutions | 3,370 | - | - | - | - | - | 3,370 | ||
| Guarantees received | 23,771 | 35,141 | 16,350 | 10,296 | 42,576 | 32,978 | 161,112 | ||
| Financial leasing creditors | 1,682 | 1,794 | 1,822 | 1,835 | 1,881 | - | 9,014 | ||
| Other long-term debts | 121 | 82 | 82 | 27 | - | - | 312 | ||
| Trade and other payables | 430,849 | - | - | - | - | - | 430,849 | ||
| Financial Liabilities at Amortised Cost | 1,126,259 | 1,102,853 | 1,012,618 | 779,799 | 1,249,234 | 2,838,502 | 8,109,265 | ||
| Hedging derivatives (Note 15) | 31,645 | 28,066 | 23,889 | 19,868 | 15,818 | 9,193 | 128,479 | ||
| Total | 1,157,904 | 1,130,919 | 1,036,507 | 799,667 | 1,265,052 | 2,847,695 | 8,237,744 |
(*) Excluding the effect of the novation commissions and expenses accounted for at the amortised cost criteria for a total amount of €2,946 thousand, of which an amount of €316thousand corresponds to the long-term (2019: €3,615 thousand, of which €3,257 thousand long-term) (see note 15), as these concepts do not involve cash outflow.
The movements of investments in equity instruments of group companies are as follows:
| Subsidiaries 2020 Additions Derecognitions |
2021 |
|---|---|
| Aena, Sociedad Concesionaria del Aeropuerto Internacional de la - 16,192 - Región de Murcia S.M.E., S.A. ('SCAIRM') |
16,192 |
| Aena Desarrollo Internacional S.M.E., S.A. ('ADI') 165,032 - - |
165,032 |
| Cost 181,224 - - |
181,224 |
| 2020 Allocation Reversal |
2021 |
| Aena, Sociedad Concesionaria del Aeropuerto Internacional de la (16,192) - 6,806 Región de Murcia S.M.E., S.A. ('SCAIRM') |
(9,386) |
| Impairment (16,192) - 6,806 |
(9,386) |
| Total equity instruments 165,032 - 6,806 |
171,838 |
| Thousands of euros | |
| Subsidiaries 2019 Additions Derecognitions |
2020 |
| Aena, Sociedad Concesionaria del Aeropuerto Internacional de la - 16,192 - Región de Murcia S.M.E., S.A. ('SCAIRM') |
16,192 |
| Aena Desarrollo Internacional S.M.E., S.A. ('ADI') 165,032 - - |
165,032 |
| Cost 181,224 - - |
181,224 |
| 2020 Allocation Reversal |
2021 |
| Aena, Sociedad Concesionaria del Aeropuerto Internacional de la - (16,192) - Región de Murcia S.M.E., S.A. ('SCAIRM') |
(16,192) |
| Impairment - (16,192) - |
(16,192) |
| Total equity instruments 181,224 (16,192) - |
165,032 |
In 2020 and 2021, as described in Note 5 on the effects of the COVID-19 pandemic, the measures to stop the spread of the coronavirus have led to an extraordinary reduction in activity and revenue of all Aena Group companies, which has caused a sharp reduction in operating cash flows and which can be considered indicators of impairment in accordance with the accounting standards. Consequently, at the close of the fiscal year ended 31 December 2021 and 2020, Aena has proceeded to calculate the recoverable amount of its stakes. As a result of said calculation, at the end of fiscal year 2021, it has only been necessary to revert the recorded impairment in the stake in AIRM in the amount of €6,806 thousand (2020: impairment in the stake in AIRM in the amount of €16,192 thousand) (see Note 23.f).
The main data regarding shareholdings in group and associated companies, as well as other shareholdings, none of which are listed on the stock exchange as of 31 December 2021 and 2020, are set out below:
Details of the Group's subsidiary companies as of 31 December 2021 and 2020, all consolidated by applying the global integration method in the consolidated annual accounts of the group of which the Company is parent, are as follows:
| % | Share | |||||
|---|---|---|---|---|---|---|
| Subsidiaries | Address | Activity | Direct | Indirect | holder | |
| Aena, Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia S.M.E. ('SCAIRM') (1) |
Murcia | Company holding the operating concession for Región de Murcia International Airport. |
100 | - | AENA S.M.E., S.A. | |
| Aena Desarrollo Internacional S.M.E., S.A. ('ADI') (1) |
Madrid | Operation, maintenance, management and administration of airport infrastructure, as well as complementary services. |
100 | - | AENA S.M.E., S.A. | |
| London Luton Airport Holdings III Limited ('LLAH III') (2) |
Luton (United Kingdom) |
Holding of shares in the company that holds the concession for the operation of London Luton Airport. |
- | 51 | Aena Desarrollo Internacional S.M.E., S. A. |
|
| London Luton Airport Holdings II Limited ('LLAH II') (2) |
Luton (United Kingdom) |
Holding of shares in the company that holds the concession for the operation of London Luton Airport. |
- | 51 | London Luton Airport Holdings III Limited (LLAH III) |
|
| London Luton Airport Holdings I Limited ('LLAH I') (2) |
Luton (United Kingdom) |
Holding of shares in the company that holds the concession for the operation of London Luton Airport. |
- | 51 | London Luton Airport Holdings II Limited (LLAH II) |
|
| London Luton Airport Group Limited ('LLAGL') (2) |
Luton (United Kingdom) |
Guarantor company for the acquisition of the concession for the operation of London Luton Airport. |
- | 51 | London Luton Airport Holdings I Limited (LLAH I) |
|
| London Luton Airport Operations Limited ('LLAOL') (2) |
Luton (United Kingdom) |
Company holding the concession for the operation of London Luton Airport. |
- | 51 | London Luton Airport Group Limited ('LLAGL') |
|
| Aeroportos do Nordeste do Brasil S.A. (ANB) (2) |
Sao Paulo (Brazil) |
Provision of public services for the expansion, maintenance and operation of airport infrastructure in the airport complexes comprising the Northeast of Brazil block. |
- | 100 | Aena Desarrollo Internacional S.M.E., S. A. |
(1) Companies audited by KPMG Auditores, S.L.
(2) Companies audited by the KPMG network
The main amounts of capital, equity, results and book value related to the group companies at the end of fiscal years 2021 and 2020 are as follows:
| 31 December 2021 (*) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name/ | Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | Book | |
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
Equity | equity | value | ||
| Aena Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia |
100% | 8,500 | (4,477) | 33,188 | (5) | (38,155) | 3,528 | 6,806 |
| S.M.E., S.A. Avenida España 101, Valladolises y Lo Jurado (Murcia)/ Administrative concession for the management, operation and maintenance of the |
||||||||
| Región de Murcia International Airport. Total |
6,806 |
(*) Data obtained from the individual annual accounts for fiscal year 2021.
(**) The profit/(loss) for the year comes entirely from continuing operations.
| 31 December 2020 (*) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name/ | Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | Book | |
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
Equity | equity | value | ||
| Aena Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia S.M.E., S.A. Avenida España 101, Valladolises y Lo Jurado (Murcia)/ Administrative concession for the management, operation and maintenance of the Región de Murcia |
100% | 8,500 | (54,709) | (41,885) | (1) | 3,730 | (29,656) | - |
| International Airport. | ||||||||
| Total | - |
(*) Data obtained from the individual annual accounts for the 2020 fiscal year.
(**) The profit/(loss) for the year comes entirely from continuing operations.
On 25 January 2018, Aena incorporated the concession company holding the contract for the management, operation, maintenance and conservation of the Región de Murcia International Airport (SCAIRM), operating this airport as a concession and its complementary activities area for a period of 25 years, the concession agreement being formalised on 24 February 2019. Aena thereby complied with the requirements of the Specific Administrative Terms and Conditions of the contract that was awarded by the Autonomous Community of the Murcia Region on 20 December 2017. The new company, which takes the form of a limited company, is called 'Aena, Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia S.M.E., S.A.' and has Aena S.M.E., S.A. as its sole shareholder.
On 17 December 2018, the Company, as sole shareholder of SCAIRM, made a monetary contribution for the amount of €1,914,648 in accordance with the provisions of the Economic-Financial Plan of Airport Activities of the Concession Company for the year 2019. Likewise, on 16 May 2020, in accordance with the provisions of the aforementioned Economic-Financial Plan of Airport Activities of the Concession Company, a new direct monetary contribution was made to the Company's equity for the amount of €4,586,296.
As a result of the situation caused by the pandemic, the air traffic at Region de Murcia International Airport has been strongly impacted by relevant reductions in traffic, which has significantly affected its activity and therefore its turnover and results. Additionally, the forecasts show future scenarios that are totally different from those foreseen at the time the concession agreement bid was made.
On 29 December 2020, Decree No. 224/2020, of 23 December, was published in the Official Gazette of the Region of Murcia, establishing the special rules governing the direct concession of a grant in favour of Aena SCAIRM for an amount of €2,592 thousand, as a compensation mechanism to restore economic balance due to the impact that the COVID-19 crisis has had on the management, operation, maintenance and conservation contract of the Región de Murcia International Airport during the period ranging between 14 March and 30 June 2020.
In 2021, the situation caused by the pandemic has not ceased, air traffic has not recovered and the unbalanced concession situation has not disappeared after this first compensation. Therefore, the Governing Council of the Region of Murcia, by means of the Third Additional Provision of Decree-Law 1/2021, of 6 May, on economic and social reactivation after the impact of COVID-19 on the area of housing and infrastructures, agreed to authorise the adaptation of the airport's public services management agreement to the new circumstances derived from the pandemic in accordance with the new rebalancing request submitted by Aena SCAIRM. On 27 December 2021, the addendum to the concession agreement was formalised in accordance with the Order of the Ministry of Development and Infrastructures of the Region of Murcia dated 17 November 2021, which issues a resolution regarding the requests to rebalance the Concession Agreement for the 'Management, operation, maintenance and conservation of the Región de Murcia International Airport', modifying part of the relevant terms of the agreement based on which compensation mechanisms are established, which are based mainly on a transformation of the fixed fees to be paid into variables based on air traffic that will be periodically reviewed.
As a consequence of the modification of the concession agreement, the concession company has proceeded to revaluate the intangible asset derived from said agreement for the consideration paid or payable, without considering the contingent payments associated with the transaction. Therefore, it is necessary to record the derecognition of the entire regulated intangible asset. Consequently, at the time of publishing the rebalancing order of the concession agreement, the derecognition of the intangible asset has been recorded for the amount of €42,040,462, against the amortisation and impairment compensatory accounts, amounting to €2,693,930 and €39,346,532, respectively.
Similarly, in 2021 the concession company recorded the cancellation of the financial liability with the granting entity (Autonomous Community of the Region of Murcia) that arose at the time the initial concession agreement was formalized, generating a positive result in the amount of €50,146,134.
The rebalancing agreement considers a correction factor for the annual variable fee to adapt it to the reality of passenger traffic and to current market conditions, by applying a correction factor equal to the variation of actual traffic with respect to that established in the bid.
As a result of the situation described, the impairment test for this stake that was carried out in the fiscal year ended 31 December 2020, showed the need to record a valuation correction for the entire share for the amount of €16,192 thousand.
As of 31 December 2021, a new impairment test of the investment that the Company maintains in SCAIRM has been carried out to determine its recoverable amount, by calculating its value in use based on the valuation of its share in the cash flows expected to be generated by the concession company. These calculations, which have been reviewed by independent experts, use cash flow projections based on financial budgets approved by Management that cover the duration of the concession for the exploitation of the Región de Murcia International Airport. The flows consider past experience and represent Management's best estimate of future market evolution. As a result of this test at the end of fiscal year 2021, a reversal of impairment of the Company's investment in SCAIRM has been detected amounting to €6,806 thousand.
The main assumptions used in the calculation of the value in use for preparing the base scenario as of 31 December 2021 are the following:
The base scenario considered the recovery of 2019 traffic levels by 2024, with air traffic level for 2022 of 48% with respect to 2019 traffic, with traffic growths as regards 2022 traffic in 2023, 2024 and 2025 of 79%, 108% and 127% respectively. Given the high concentration of traffic from the United Kingdom to this airport, traffic recovery in 2024 is consistent with the forecasts of the main international bodies, such as IATA, for the aforementioned market.
The proposed traffic scenario has been generated by applying the direct translation of the Bid assumptions in terms of the potential development of new routes and compound growth rate (average growth rate in annual terms over a period of time [CAGR]) with an eight-year displacement:
The assumptions consider a drop of 20.8 million passengers during the concession period when compared with estimated passenger numbers in the initially submitted Bid, when the concession agreement was formalized (40.8 million passengers compared to 61.6 million passengers in the Bid, 34% fewer).
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 |
|---|---|---|---|---|---|
| -3.17% | 3.00% | 2.00% | 1.00% | 1.00% | 1.00% |
The estimated rates for the Concession Company are based on the regulatory model approved for DORA 2022- 2026 applicable for Aena. Therefore, the variation in airport service rates in the base scenario has considered a 3.15% drop in rates for 2022, as proposed during the consultation process with the airlines and as currently under supervision by the National Markets and Competition Commission. In 2023, 2024 and 2025, there is an estimated rate increase that will enable the continued recovery of the costs incurred as a result of the pandemic. From 2026, a growth assumption of 1% is made, given that, like in the assumptions proposed for Aena's National Airport Network, Transitory Provision 6a of Act 18/2014 allows rate increases higher than 0% as of this year.
| 31 December | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Pre-tax discount rate (WACC pre-tax) | 11.5% | 11.0% | |
| Post-tax discount rate (WACC post-tax) | 8.6% | 8.2% |
The discount rate applied to cash flow projections is the Weighted Average Cost of Capital before taxes (WACCBT), estimated according to the Capital Asset Pricing Model (CAPM) methodology, and is determined by the weighted average cost of equity, and cost of debt capital.
The slight increase in the discount rate used in 2021 compared to the one used in the fiscal year 2020 is mainly due to the increased yield of the Spanish 10-year bond during the fiscal year 2021.
The Company performed a sensitivity analysis of the impairment calculation, using reasonable variations in the main financial assumptions considered in the calculation, assuming the following increases or decreases in percentage points (pp):
The variations to value in use with respect to the value in use of the described base scenario resulting from the described sensitivity analyses are shown below:
| WACC post-tax | |||||
|---|---|---|---|---|---|
| Thousands of euros | 7.6% | 8.6% | 9.6% | ||
| Rates -2% | (9,419) | (10,048) | (10,563) | ||
| Base Scenario | 2,113 | - | (1,784) | ||
| Rates +2% | 13,189 | 9,636 | 6,623 |
| WACC post-tax | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of euros | 7.6% | 8.6% | 9.6% | ||||
| Pessimistic passenger traffic scenario 2022 | 1,861 | (258) | (2,048) | ||||
| Base Scenario | 2,113 | - | (1,784) | ||||
| Optimistic passenger traffic scenario 2022 | 3,049 | 962 | (801) |
As a result of the impairment test carried out at the end of 2021, a reversal of the impairment has been recorded amounting to €6,086 thousand. This amount appears under the 'Impairment and result of financial instrument disposals' heading of the attached Profit and Loss Account.
At the end of fiscal year 2021, the value of the Company's stake in SCAIRM amounts to €6,806 thousand (2020: 0), which correspond to the cost of the stake in SCAIRM amounting to €16,192 thousand, minus the value impairment correction of the stake amounting to €9,386 thousand.
| Name/ | 31 December 2021 (*) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | Book | ||||
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
equity | equity | value | ||||
| Aena Desarrollo Internacional S.M.E., S.A. Peonías, 12. Madrid/ |
100% | 161,182 | (43,201) | (45,823) | 230,989 | (300,323) | 46,025 | 165,032 | ||
| Operation, conservation, management and administration of airport infrastructures. |
||||||||||
| Total | 165,032 | |||||||||
(*) Data obtained from the individual annual accounts for fiscal year 2021. (**) The profit/(loss) for the year comes entirely from continuing operations.
| 31 December 2020 (*) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name/ | Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | Book | ||
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
equity | equity | value | |||
| Aena Desarrollo Internacional S.M.E., S.A. Peonías, 12. Madrid/ |
100% | 161,182 | (293,778) | (300,323) | 230,989 | - | 91,848 | 165,032 | |
| Operation, conservation, management and administration of airport infrastructures. |
|||||||||
| Total | 165,032 |
(*) Data obtained from the individual annual accounts for the 2020 fiscal year.
(**) The profit/(loss) for the year comes entirely from continuing operations.
In fiscal years 2021 and 2020, Aena Desarrollo Internacional, S.M.E., S.A. ('ADI') has not distributed dividends.
In line with the test conducted by Aena, at the close of the fiscal year ended on 31 December 2021, Aena Desarrollo Internacional has calculated the recoverable amount of its stakes, as well as of the loan granted to its subsidiaries LLAHL II and LLAH III and ANB, by estimating its share in the cash flows expected to be generated by the held companies, arising from both their ordinary activities and their disposal or derecognition in accounts. These calculations use cash flow forecasts based on financial budgets approved by Management that cover the duration of the operating concessions of the Luton (London, United Kingdom) and Nordeste do Brasil. The flows consider past experience and represent Management's best estimate of future market evolution. As a result of these tests, at the end of financial year 2021, ADI recorded an impairment reversal in its stake in LLAHL III amounting to €29,867 thousand, in relation to the impairment produced in 2020 amounting to €61,277 thousand, and has recorded an impairment amounting to €90,329 thousand in its stake in ANB (2020: impairment of €238,238 thousand). As of 31 December 2019, none of those subsidiaries had any accumulated impairment.
As a result of the aforementioned impairments, ADI's net equity has been reduced, as of 31 December 2021, to €46,025 thousand euros (2020: €91,848 thousand) and, therefore, is less than 2/3 of its share capital, so it would be incurring in the mandatory capital reduction situation provided for in Article 327 of the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital, LSC) if the net equity is not recovered within the term of one fiscal year. However, in this case, the administrators have carried out the necessary measures to ensure the Company's equity is rebalanced, Aena and ADI have signed a Participatory Loan in order to strengthen equity and provide the Company with the financial resources that will allow it to carry out its activity. This Loan was signed on 23 December 2021, for an amount of €370 million, due on 23 December 2023 and with two automatic extensions for 2-year periods.
On the other hand, it is important to mention that ADI's management and administrators estimate that the valuation of the Company's investment in Aeropuertos Mexicanos del Pacífico (AMP) at 31 December 2021, made on the basis of the share price of the GAP shares on that date, would amount to €395,862 thousand, while the net book value of the Company's investment in AMP at 31 December 2021 amounts to €50,555 thousand showing a significant unrealized gain in this company.
As indicated in the following section, when performing the impairment test of the Company's stake in ADI, in the event of a breach of the loan covenants by the Luton subgroup, the likelihood of significant financial impact occurring has been considered remote. In this extreme situation, the impact on ADI's equity would be limited to the value of its stake in Luton, whose book value as of 31 December 2021 is €31,606 thousand.
On the basis of the foregoing, the Company's management considers that the calculated recoverable amount of the ADI investment, as of 31 December 2021 and 2020, is higher than its acquisition cost.
The Company Aena S.M.E., S.A. has a majority stake in London Luton Airport Holding III Limited (hereinafter, 'LLAH III') and all of its subsidiaries through Aena Desarrollo Internacional S.M.E., S.A. (hereinafter, 'ADI'). The main amounts of capital, equity, results and book value, expressed in local currency and under local accounting principles, and including the valuation of identifiable assets acquired and liabilities assumed on the acquisition date, related to this company at the end of fiscal years 2021 and 2020 are as follows (expressed in thousands):
| 31 December 2021 (*) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name/Address/Activity | % Indirect Stake |
Capital | Operating profit/(loss) |
Profit/(loss) for the fiscal year (***) |
Reserves | Other equity |
Total equity |
|
| Thousands of GBP | ||||||||
| London Luton Airport Holdings III Limited (*) | 51.0% | 986 | (31,315) | (51,826) | 97,453 | (197,726) | (151,113) | |
| London Luton Airport Holdings II Limited (*) | 51.0% | 986 | (27,600) | (47,073) | 97,453 | (224,832) | (173,466) | |
| London Luton Airport Holdings I Limited (*) | 51.0% | 1,930 | (27,598) | (41,003) | 190,920 | (216,213) | (64,366) | |
| London Luton Airport Group Limited (*) | 51.0% | 5,274 | (2,089) | (4,672) | 70,628 | - | 71,230 | |
| London Luton Airport Operations Limited (**) |
51.0% | 5,274 | (2,089) | (4,672) | 70,628 | - | 71,230 |
(*) Data obtained from the consolidated annual accounts as of 31 December 2021.
(**) Data obtained from the individual annual accounts as of 31 December 2021.
(***) The profit/(loss) for the year comes entirely from continuing operations.
| 31 December 2020 (*) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name/Address/Activity | % Indirect Stake |
Capital | Operating profit/(loss) |
Profit/(loss) for the fiscal year (***) |
Reserves | Other equity |
Total equity |
||
| Thousands of GBP | |||||||||
| London Luton Airport Holdings III Limited (*) |
51.0% | 986 | (41,305) | (61,666) | 93,398 | (131,854) | (99,136) | ||
| London Luton Airport Holdings II Limited (*) | 51.0% | 986 | (37,597) | (57,924) | 93,398 | (162,701) | (126,241) | ||
| London Luton Airport Holdings I Limited (*) | 51.0% | 1,930 | (37,592) | (50,117) | 186,865 | (161,890) | (23,212) | ||
| London Luton Airport Group Limited (*) | 51.0% | 5,274 | (11,728) | (13,528) | 98,363 | - | 90,109 | ||
| London Luton Airport Operations Limited (**) |
51.0% | 5,274 | (11,728) | (13,528) | 98,363 | - | 90,109 |
(*) Data obtained from the consolidated annual accounts as of 31 December 2020.
(**) Data obtained from the individual annual accounts as of 31 December 2020.
(***) The profit/(loss) for the year comes entirely from continuing operations.
In financial year 2013, ADI subscribed shares representing 40% of the capital of London Luton Airport Holdings III Limited (LLAHL III) for an amount of £39.4 million (corresponding to €47.3 million), with Aerofi S.a.r.l. (Aerofi) being the other shareholder of the company with a stake of 60%.
LLAHL III is a holding company created with the objective, through its 100% subsidiary London Luton Airport Holdings II Limited (LLAHL II), which in turn owns 100% of London Luton Airport Holdings I Limited (LLAHL I); of carrying out the acquisition, on 27 November 2013, of London Luton Airport Group Limited and its subsidiary London Luton Airport Operations Limited, the company that manages London Luton Airport in the United Kingdom. Within the framework of the transaction, Aena Desarrollo Internacional S.M.E., S.A. and Aerofi signed an agreement whereby Aena Desarrollo Internacional S.M.E., S.A. had the option (purchase option) to acquire, from Aerofi, the shares representing 11% of the share capital of LLAHL III, for an eleven-month period as of 27 November 2013, at a price equivalent to the subscription price of those shares. This price was adjusted due to certain factors linked to the dividends received by Aerofi, the financial costs of 51% of the debt subscribed by Aerofi in LLAHL II, return on earnings and the issuance of new LLAHL III shares that occurred during the fiscal year.
On 16 October 2014, Aena Desarrollo Internacional S.M.E., S.A., once the relevant authorisations were obtained, proceeded to execute the purchase option, reaching 51% of the share capital in LLAHL III for an amount of £13.7 million (corresponding to €17.2 million). Aena Desarrollo Internacional S.M.E., S.A. also took on 51% of the debt subscribed by Aerofi in LLAHL II, which amounted to £48.3 million. This debt corresponds to a 10-year shareholder loan, at 8% interest, with semi-annual payment of interest and with amortisation at maturity in November 2023, with the option of capitalizing the interest accrued on the date of payment becoming part of the principal and accruing interest. This option has been used both in fiscal year 2021 and in fiscal year 2020. Therefore, as of 31 December 2021, the nominal amount of the shareholder loan granted to LLAHL II amounts to £56,489 thousand (2020: £52,228 thousand), corresponding to €67,227 thousand (2020: €58,093 thousand). In fiscal year 2021, this loan generated interest in favour of Aena Desarrollo Internacional S.M.E., S.A. of €5,006 thousand (2020: €4,474 thousand).
The financing of the transaction was implemented by a capital increase in Aena Desarrollo Internacional S.M.E., S.A., 100% subscribed by parent company Aena. As a result of this operation, in 2014, Aena Desarrollo Internacional S.M.E., S.A. acquired control of LLAHL III and, therefore, the Aena Group consolidated this company (and its subsidiaries) through the global integration method.
In 2014, the Company, through its investee ADI and with the advice of independent experts, completed the process of carrying out the valuations of (i) the fair value of the previous 40% stake held in LLAH III and (ii) the fair values of the assets and liabilities of the acquired business. Therefore, the Aena Group's consolidated accounts recognised and valued the identifiable assets acquired and liabilities assumed at the acquisition date.
As a consequence of the exceptional situation caused by COVID-19 and its impact on EBITDA, as of June 2020, the Luton subgroup exceeded the financial ratios it had undertaken to comply with under the financing contracts. However, it obtained waivers from the financial institutions regarding the fulfilment of the ratios as of December 31, 2020. Similarly, on 30 June 2021, Luton subgroup obtained, from the institutions that provide its financing, an extension of the waiver from compliance with the financial ratios as of 31 December 2021 and the application of ratios less demanding than those established contractually as of 30 June 2022. Under that agreement, the group of American financiers, whose debt balance amounts to £110 million, has seen its annual coupon increase by 125 bps until the Luton subgroup recovers the ratios set forth in the agreements, has received a 10 bps waiver fee and a commitment from the shareholders to contribute £20 million of liquidity and another £20 million in the form of a loan.
Currently, it is estimated that the Luton subgroup will comply with the established adjusted financial ratio by 30 June 2022. The measurement of this ratio must be communicated to the financial institutions before 30 September 2022, based on the most recent forecasts that include the inconveniences directly related to the COVID-19 pandemic. In addition, various scenarios have been developed for compliance with said ratios and in the one considered most likely, the Directors anticipate that the financial ratios established in the financing contracts will be met as of 31 December 2022.
However, in the event that they were ultimately not fulfilled the mentioned ratios, as envisaged in a severe downside scenario as managed by Luton subgroup management, this would entail a breach of the contractual obligations that could lead to the financial institutions having the right to enforce the guarantees associated with the financing agreements, which include the pledge on the shares of the airport concessionaire. In this extreme situation, the impact on ADI's equity would be limited to the value of its stake in Luton, whose book value at 31 December 2021 is €31,606 thousand. Failure to comply with the aforementioned obligations would not entail any additional liability on the part of the shareholders. Likewise, the directors of the Company do not consider that the potential impact of a breach of ratios by the Luton subgroup, considered remote, would have a significant financial impact on their accounts. Compliance with these ratios is a relevant hypothesis considered in the recoverable amount estimate, as of 31 December 2021, of the Company's investments in LLAHL III and LLAHLII.
The Luton subgroup has considered severe but plausible negative scenarios in its forecasts. In the event of a decrease of about 3 million passengers with respect to the expected traffic for 2022 (about 12.4 million passengers), the risk of a breach of the covenants on 30 June 2022 would increase. In any case, if this situation occurs, conversations would be held with the lenders to reach an agreement that releases them from these obligations (waivers), as has happened before.
In order to strengthen Luton's liquidity and facilitate the obtainment of the aforementioned waivers, a credit policy for the amount of £55 million was drawn up on 5 August 2020, through which Aena Desarrollo Internacional, S.M.E., S.A. and AMP Capital Investors Crown S.à r.l., shareholders of LLAH III, undertake to facilitate liquidity to London Luton Airport Holdings III Limited (LLAH III), and to its subsidiaries, in order to ensure that London Luton Airport Holdings I Limited can comply with the requirements of the monthly liquidity test demanded by its creditors. The amount corresponding to Aena Desarrollo Internacional amounts to £28 million. On 5 July 2021, LLAH III requested the disposal of £20 million, of which £10,200 thousand correspond to ADI, equivalent to €12,139 thousand at the end fiscal year 2021. On 16 December 2021, the loan was novated reducing the loan amount to £40 million and extending its maturity until 31 August 2024.
The interest accrued in fiscal year 2021 in favour of ADI for this new loan has been €446 thousand.
Furthermore, worth noting, is the sustainable recovery agreement formalized on 17 November 2021 between London Luton airport and Luton Borough Council, based on the Special Force Majeure (SFM) mechanism included in the concession agreement, and whose final agreement foresees a reduction of the concession fee of £45 million (up to 2023), a concession extension of 16.5 months (from 31 March 2031 to 15 August 2032), as well as an agreement on other environmental and economic-social matters with value for both parties.
By regulation, the capacity of London Luton Airport was limited to 18 million passengers until 1 December 2021, when the planning authority of the Municipality of Luton (Local Planning Authority) approved the request for an extension of 1 million additional passengers submitted by LLA. Although legal enactment is still pending (expected during the first quarter of 2022), the base scenario of the impairment test has taken into account this new limit given that, in addition to the extension being approved, the status of the asset allows it to operate with 19 million passengers per year. This is because the airport has the physical capacity for this level of traffic having previously executed all necessary expansion investments.
In line with the test conducted by Aena, at the close of the fiscal year ended on 31 December 2021, Aena Desarrollo Internacional has calculated the recoverable amount of its stakes, as well as of the loan granted to its subsidiaries LLAHL II and LLAH III, by estimating its share in the cash flows expected to be generated by the held companies, arising from both their ordinary activities and their disposal or derecognition in accounts. These calculations use cash flow forecasts based on financial budgets approved by Management that cover the duration of the operating concessions of the Luton (London, United Kingdom) airports. The flows consider past experience and represent Management's best estimate of future market evolution. As a result of this test, at the end of fiscal year 2021, as mentioned above, ADI recorded a reversal of impairment in its stake in LLAHL III for the amount of €29,867 thousand, in relation to the impairment produced in 2020 for the amount of €61,277 thousand.
Within the scope of the 2018-21 Strategic Plan objectives, on 15 March 2019, Aena was declared the winner by the Brazilian National Civil Aviation Agency (ANAC [Agência Nacional de Aviação Civil]) of the auction held in connection with the operation and maintenance concession for Aeroporto Internacional Recife/Guararapes - Gilberto Freyre, Aeroporto Internacional de Maceió - Zumbi dos Palmares, Aeroporto Internacional de Aracaju - Santa Maria, Aeroporto de Campina Grande - Presidente João Suassuna, Aeroporto Internacional de Joao Pessoa - Presidente Castro Pinto and Aeroporto de Juazeiro do Norte - Orlando Bezerra de Menezes in Brazil. These airports are grouped within Aeroportos do Nordeste do Brasil.
In accordance with Act 40/2015, of 1 October, on the Legal Regime of the Public Sector, at its meeting on 12 April 2019, the Council of Ministers agreed to authorise Aena Desarrollo Internacional, S.M.E., S.A. to create the state trading company called Aeroportos do Nordeste do Brasil S.A. (hereinafter, 'ANB') as the holder of the concession to manage the aforementioned airports. On 30 May 2019, the new Brazilian company was incorporated, wholly owned by Aena Desarrollo Internacional S.M.E. S.A., with a share capital of R\$10,000 and with the specific and exclusive corporate purpose of providing public services for the expansion, maintenance and operation of the infrastructure of the airport complexes that make up the Northeast of Brazil block. At its meeting held on 1 July 2019, the Board of Directors of the Brazilian company approved a share capital increase of R\$2,388,990,000, which was fully subscribed by its sole shareholder. In order to reduce the exposure to the variation in the BRL/EUR exchange rate of said commitments up to said dates, ADI carried out a fair value hedging strategy ensuring an exchange rate of 4.4425 BRL/EUR. The form and term in which this disbursement was made is as follows:
Likewise, the stake amount increased by R\$14,601,360 (€3,233,465.45 at the exchange rate of 4.5157 EUR/BRL) corresponding to the assumption by ADI of tender expenses arising from obtaining the concession registered in ANB mentioned previously.
In January 2020, ANB began operating the airports of Juazeiro del Norte and Campina Grande. In the following weeks, the aforementioned concession company proceeded to manage the rest of the airports.
Given the characteristics of the bid specifications, it is possible to qualify this contract as a public services management contract in the form of a concession, and its successful tenderer must provide all services corresponding to an airport manager, although not including ATC (Air Traffic Control) services. The main summarised points of this agreement are the following:
The main amounts of capital, equity, results and book value, expressed in local currency and under local accounting principles, and including the valuation of identifiable assets acquired and liabilities assumed on the acquisition date, related to this company at the end of fiscal years 2021 and 2020 are as follows (expressed in thousands):
| 31 December 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of BRL (*) | ||||||||
| Name/ | Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | s of euros Book |
|
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
equity | equity | value | ||
| Aeroportos do Nordeste do Brasil S.A. (ANB) State of Sao Paulo-Brazil |
100% | 2,389,000 | (551,909) | (361,537) | - | (343,216) | 1,684,247 | 203,481 |
| Provision of public services for the expansion, maintenance and operation of airport infrastructure in the airport complexes comprising the Northeast of Brazil block. |
||||||||
| Total | 203,481 |
(*) Data obtained from the individual annual accounts for fiscal year 2021.
| 31 December 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousands of BRL (*) | |||||||||||
| Name/ | Fraction of | Capital | Profit/(Loss) | Reserves | Other | Total | euros Book |
||||
| Address/Activity | Direct capital (%) |
Operation | Net (**) |
equity | equity | value | |||||
| Aeroportos do Nordeste do Brasil S.A. (ANB) State of Sao Paulo-Brazil |
100% | 2,389,000 | (491,823) | (330,398) | 1,849 | (14,667) | 2,045,784 | 293,494 | |||
| Provision of public services for the expansion, maintenance and operation of airport infrastructure in the airport complexes comprising the Northeast of Brazil block. |
|||||||||||
| Total | 293,494 |
(*) Data obtained from the individual annual accounts for the 2020 fiscal year.
As a result of the COVID-19 pandemic, the activity of Aeroportos do Nordeste do Brasil has been strongly impacted, with significant reductions in traffic. This has significantly affected activity and, therefore, the turnover and results of ANB, which is objective evidence of the impairment of the Company's investment in said subsidiary company.
Considering the way the concession agreement treats events of force majeure, the interpretations made by the Brazilian authorities on the COVID-19 pandemic, and the applicable legislation, in December 2020, the ANB Management submitted a request to the National Civil Aviation Agency of Brazil (ANAC) for an extraordinary review to restore the economic-financial balance of the concession agreement.
On 14 December 2021, ANAC approved said request, concluding that the recounted event falls within the contractual risk matrix, especially in terms of its effects on the concession in the period March to December 2020, and that the amount of the imbalance in the period cited amounted to R\$69.7 million (€11.0 million at the exchange rate of 31 December 2021) before taxes.
This imbalance will be compensated as follows:
Once the 2020 rebalancing approval process was completed, ANB initiated the process of requesting an imbalance for the 2021 financial year, in which it understands that it is entitled to the same rights since circumstances similar to those of the 2020 financial year continue to prevail. Thus, on 30 December 2021, a request for rebalancing was submitted based on an EBITDA estimate of the year-end closing, with a calculation methodology, amount and rebalancing conditions similar to those of fiscal 2020.
As of 31 December 2021, the Company has conducted an impairment test for the investment it maintains in ANB. The calculation of the recoverable amount of the investment has been carried out in accordance with the estimated value in use through the valuation of the cash flows expected to be generated by this subsidiary company, converted at the exchange rate applicable on the date of the determination of that value (closing exchange rate on the balance sheet date). These calculations are based on cash flow forecasts based on financial budgets prepared by ANB and approved by Management, and which cover the duration of the concession of the Brazilian airports. Said flows represent Management's best estimate of the market's future evolution. As a result of this test, at the end of 2021, the ADI recorded an impairment of €90,329 thousand in its stake in ANB (2020: impairment of €238,238 thousand).
Moreover, the Company invests indirectly in other Companies through Aena Desarrollo Internacional S.M.E., S.A. The main capital, equity, results and book value amounts are expressed in local currency and under local accounting principles. The amounts, related to these companies at the end of the 2021 and 2020 fiscal years, are the following (expressed in thousands):
| 31 December 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name/Address/Activity | % Stake | Capital | Operating profit/(loss) |
Profit/(loss) for the fiscal year |
Reserves | Other equity |
Total equity |
||
| Sociedad Aeroportuaria de la Costa S.A. (SACSA) |
Thousands of COP | ||||||||
| Rafael Núñez Airport. Cartagena de Indias-Colombia |
37.89% | 3,698,728 | 63,524,206 | 49,618,005 | 13,150,541 | (22,000,000) | 44,467,274 | ||
| Operation of Cartagena Airport (*) | |||||||||
| Aeropuertos Mexicanos del Pacífico, S.A. de CV (AMP) |
Thousands of MXN | ||||||||
| Mexico City Operator of 12 airports in Mexico (*) |
33.33% | 171,500 | 1,016,654 | 1,016,911 | 2,292,311 | (101,825) | 3,378,897 | ||
| Aerocali, S.A. | Thousands of COP | ||||||||
| Alfonso Bonilla Aragón Cali Airport Colombia Operation of Cali Airport (*) |
50.00% | 3,800,000 | 55,119,845 | 38,641,837 | 3,666,252 | (22,523,231) | 23,584,858 |
(*) Data obtained from the annual accounts at 31 December 2021.
| 31 December 2020 | |||||||
|---|---|---|---|---|---|---|---|
| % Stake | Capital | Operating profit/(loss) |
Profit/(loss) for the fiscal year |
Reserves | Other equity |
Total equity |
|
| 37.89% | 3,698,728 | (13,516,474) | (10,415,333) | 13,150,541 | 18,241,135 | 24,675,071 | |
| Thousands of MXN | |||||||
| 33.33% | 1,306,400 | 342,352 | 343,629 | 1,886,728 | 283,126 | 3,819,883 | |
| 50.00% | 3,800,000 | (27,485,160) | (22,523,231) | 23,345,307 | - | 4,622,076 | |
| Thousands of COP Thousands of COP |
(*) Data obtained from the annual accounts at 31 December 2020.
The equity of the investee Companies in Colombia and Mexico includes the inflation adjustments item, following the rules established for this purpose in the respective country.
On 1 September 2020, the concession of the Alfonso Bonilla Aragón International Airport, Cali, managed by the Company Aerocali S.A., expired. The contract was extended for a further six months. With the situation caused by COVID-19, in March 2021, Aerocali reached an agreement with the National Infrastructure Agency (ANI) of Colombia by which the compensation mechanisms are agreed and it was determined that the maximum compensation extension period is July 2022. Subsequently, on 22 November 2021, it was agreed to extend the concession period until 31 December 2022.
In addition, on 25 September 2020, the concession of the Rafael Núñez international airport in the city of Cartagena de Indias ended, managed by Sociedad Aeroportuaria de la Costa S.A. The agreement was first extended for two additional months, then for an additional four months and then, an extension of compensation due to the effects of the pandemic generated by COVID-19 has been signed with the ANI, with a variable term, initially for a maximum duration until 31 July 2022. On 4 January 2022, it was modified to a fixed term until December 2022.
At 31 December 2021, Aena Desarrollo Internacional has calculated the recoverable amount of its shares in associated and joint control companies. As a result, at the end of the 2021 fiscal year, the impairment recorded in 2020 to its stake in Aerocali for the amount of €296 thousand was reversed. Moreover, given the evolution of AMP, the administrators have not considered it necessary to make provisions for value impairments.
As of 31 December 2021, Aena Desarrollo Internacional has received dividends from SACSA to the amount of €2,553 thousand (2020: 0) and from Aerocali to the amount of €2,247 thousand (2020: 0).
On 29 May 2014, subsidiary company Aena Desarrollo Internacional S.M.E., S.A. purchased 63,335 additional ordinary shares in Aerocali, S.A., which amount to a 16.67% stake. With this acquisition, Aena Desarrollo Internacional S.M.E., S.A. now has a 50% stake in this company. The amount paid for this acquisition came to €2,036 thousand. According to the analysis carried out by the management of Aena Desarrollo Internacional S.M.E., S.A., with this acquisition, there would be no control over the investee, since there is joint control. Therefore, on 31 December 2021 and 31 December 2020, it continues to be recorded in the consolidated annual accounts using the equity method with changes in the invested percentage from the acquisition of the new shares.
On 24 February 2006, Grupo Aeroportuario del Pacífico, S.A. (a company in which AMP has invested) was listed on the Mexican and New York stock markets through an IPO carried out by the Mexican Government (former owner of the remaining 85% of the share capital). In addition, Aeropuertos Mexicanos del Pacífico acquired 2.296% of Grupo Aeroportuario del Pacífico, S.A. on the stock exchange for Mex\$286,297,895, increasing its stake to 17.296% of its capital. In May 2008, 640,000 shares were acquired on the stock exchange for an amount of Mex\$26,229,376, increasing from 0.11396% to 17.40996% of Grupo Aeroportuario del Pacífico, S.A. On 19 December 2019, in compliance with the board determination, AMP sold 250,000 series B shares representing 1.85% of the 2.41% held in these shares, and therefore having sold 0.04% and maintaining 17.4% (17.36996% vs. 17.40996%) of GAP with a profit of Mex\$29.6 million.
The average acquisition price for the shares held by Aeropuertos Mexicanos del Pacífico in Grupo Aeroportuario del Pacífico is Mex\$23.12, while the share price at 31 December 2021 was Mex\$282.16 (2020: Mex\$222.14) and the average share price over the last quarter was Mex\$265.26 in 2021 (2020: Mex\$203.01). In this regard, in relation to the impairment test of its stake in ADI carried out by the Company, there is a relevant tacit gain arising from the difference between the book value and the share price mentioned above. In this regard, and as mentioned previously, it is important to mention that the management and administrators of ADI estimate that the valuation of its investment in AMP as of 31 December 2021, made on the basis of the share price of the GAP shares on that date, would amount to €414,592 thousand, while the net book value of the Company's investment in AMP as of 31 December 2021 amounts to €50,555 thousand, with a substantial tacit capital gains of €364,037 thousand.
On 27 April 2021, at the Extraordinary General Shareholders' Meeting of GAP, the cancellation of 35,424,453 shares in treasury was approved, which will increase the stake of AMP in GAP, reaching 18.5359%, when the Mexican National Banking and Securities Commission (CNBV) formalises the cancellation of GAP shares.
On 31 May 2021, at the General Shareholders' Meeting of the investee company Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., the reduction of 375,000 thousand shares from the variable portion of its share capital was approved, placing it at Mex\$931,400 thousand. As a result of this transaction, the Group has recognised a cash inflow of €5,208 thousand, reduced its shareholding in the associate by €5,018 thousand and recorded the difference resulting from this transaction into equity. Likewise, on 27 September 2021, at the General Shareholders' Meeting of the investee company Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., the reduction of 759,900 thousand shares from the variable portion of its share capital was approved, placing it at Mex\$171,500 thousand. As a result of this transaction, the Group has recognised a cash inflow of €10,668 thousand, reduced its shareholding in the associate by €10,664 thousand and recorded the difference resulting from this transaction into equity. These transactions did not generate changes in the stake percentage.
In October 2020, Aena proceeded to sell, to Barcelona City Council, its stake in the company Agencia Barcelona Regional, obtaining a profit of €42 thousand registered under the section of 'Impairment and net gain or loss on disposals of financial instruments' of the profit and loss account (see Note 23.f).
The breakdown of the debit and credit balances maintained with group and related companies at the end of the 2021 and 2020 fiscal years is the following: Fiscal year 2021
| Debtor (Note 13) |
Long-term loans | Short term loans |
Short-term loans (Taxes) (Note 22) |
Other short-term financial assets |
Long-term debts (Note 15) |
Other non current liabilities (Note 10) |
Short-term debts (Note 15) |
Other short term liabilities (Note 10) |
Real Estate Provider (Note 15) |
Advances to customers (Note 16) |
Creditors (Note 16) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Parent company: | ||||||||||||
| ENAIRE | 95 | - | - | - | - | (3,624,598) | (553) | (545,693) | (30,393) | - | - | (7,605) |
| Transactions with group and associated companies: |
||||||||||||
| Aena Desarrollo Internacional S.M.E., S.A. (ADI) |
148 | 370,000 | 93 | 1,040 | - | - | - | - | - | - | (3) | (92) |
| Aena, Sociedad Concesionaria del | ||||||||||||
| Aeropuerto Internacional de la Región | 218 | - | - | 470 | 531 | - | - | - | - | - | - | - |
| de Murcia S.M.E., S.A. (AIRM) | ||||||||||||
| Aeroportos do Nordeste do Brasil, S.A. (ANB) |
899 | - | - | - | - | - | - | - | - | - | (24) | - |
| Transactions with related parties: | ||||||||||||
| Servicios y Estudios para la | ||||||||||||
| Navegación Aérea y la Seguridad Aeronáutica, S.A.U. (SENASA) |
26 | - | - | - | - | - | - | - | - | - | - | - |
| State Meteorological Agency (AEMET) | - | - | - | - | - | - | - | - | - | - | - | (1,199) |
| Ingeniería de Sistemas para la Defensa | - | - | - | - | - | - | - | - | (390) | - | (271) | |
| de España, S.A. (ISDEFE) | - | |||||||||||
| Ingeniería y Economía del Transporte, | ||||||||||||
| S.A. (INECO) | - | - | - | - | - | - | - | - | - | (763) | - | (276) |
| Other related parties | 5 | - | - | - | - | - | (198) | - | (27) | (2,311) | (3) | (1,076) |
| 1,391 | 370,000 | 93 | 1,510 | 531 | (3,624,598) | (751) | (545,693) | (30,420) | (3,464) | (30) | (10,519) |
| Debtor (Note 13) |
Long-term loans |
Short-term loans |
Short-term loans (Taxes) (Note 22) |
Other short term financial assets |
Long-term debts (Note 15) |
Short term debts (Note 15) |
Short-term debts (Taxes) (Note 15) |
Real Estate Provider (Note 15) |
Advances to customers (Note 16) |
Creditors (Note 16) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Parent company: | |||||||||||
| ENAIRE | 356 | - | - | - | - | (4,159,882) | (557,689) | - | - | - | (19,670) |
| Transactions with group and associated companies: Aena Desarrollo Internacional S.M.E., S.A. (ADI) |
142 | 370,000 | - | - | - | - | - | (1,595) | - | (2) | (172) |
| Aena, Sociedad Concesionaria del Aeropuerto | |||||||||||
| Internacional de la Región de Murcia S.M.E., S.A. | 58 | - | - | - | 282 | - | - | (2,514) | - | (35) | - |
| (AIRM) | |||||||||||
| Aeroportos do Nordeste do Brasil, S.A. (ANB) | 767 | - | - | - | - | - | - | - | - | - | - |
| Transactions with related parties: | |||||||||||
| Servicios y Estudios para la Navegación Aérea y la | |||||||||||
| Seguridad Aeronáutica, S.A.U. (SENASA) | - | - | - | - | - | - | - | - | - | - | (1) |
| State Meteorological Agency (AEMET) | 1 | - | - | - | - | - | - | - | - | - | (1,153) |
| Ingeniería de Sistemas para la Defensa de España, | - | - | - | - | - | - | - | (405) | - | (181) | |
| S.A. (ISDEFE) | - | ||||||||||
| Ingeniería y Economía del Transporte, S.A. (INECO) | - | - | - | - | - | - | - | - | (667) | - | (736) |
| Other related parties | 458 | - | - | - | - | - | - | - | (1,758) | (1) | (1,452) |
| 1,782 | 370,000 | - | - | 282 | (4,159,882) | (557,689) | (4,109) | (2,830) | (38) | (23,365) |
(Amounts in thousands of euros unless otherwise stated)
The breakdown of transactions made with group and related companies during the 2021 fiscal year is as follows (in thousands of euros):
| ENAIRE (Public Entity) |
ADI | AIRM | ANB | SENASA | AEMET | ISDEFE | INECO | Other related parties |
|
|---|---|---|---|---|---|---|---|---|---|
| Revenue from services | (612) | (201) | (1,012) | (108) | (36) | - | - | - | (2,430) |
| rendered Services received |
19 | - | - | - | 3 | - | 1,353 | 3,064 | 4,182 |
| Subcontracted work and other supplies: Works performed by other companies (Note 23.b) |
119,219 | 1,028 | - | - | - | 11,664 | - | - | - |
| Acquisitions of fixed assets (Notes 6 and 7) |
- | 101 | - | - | - | - | 3,060 | 1,498 | 5,197 |
| Voluntary reserves | 20 | - | - | - | - | - | - | - | - |
| Other results | - | - | - | - | - | - | - | - | 3 |
| (Revenue)/finance expenses (Note 23f) |
31,083 | (3,751) | - | - | - | - | - | - | - |
The breakdown of transactions made with group and related companies during the 2020 fiscal year is as follows (in thousands of euros):
| ENAIRE (Public Entity) |
ADI | INECO | AEMET | ISDEFE | SENASA | ANB | AIRM | London Luton Airport Operations Limited |
Other related parties |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from services rendered |
(495) | (183) | - | - | - | (25) | (257) | (1,031) | - | (5,264) |
| Services received | 270 | 7 | 4,387 | - | 1,570 | - | - | - | - | 8,248 |
| Subcontracted work and other supplies: Works performed by other companies (Note 23.b) |
113,075 | 1,307 | - | 10,846 | - | - | - | - | - | - |
| Acquisitions of fixed assets (Notes 6 and 7) |
- | 99 | 1,319 | - | 2,099 | - | - | - | - | 3,347 |
| Voluntary reserves | 14 | - | - | - | - | - | - | - | - | - |
| Gains or losses on disposals and others |
- | - | - | - | - | - | - | (17) | - | - |
| Other results | - | - | - | - | - | - | - | - | - | 1,199 |
| Finance income (Note 23f) | 37,688 | (3,762) | - | - | - | - | - | - | - | - |
All related party transactions are conducted at market values. Additionally, the transfer prices are properly supported, thus the Company administrators believe that there are no significant risks in this respect that could arise from any liabilities that may exist in the future.
(Amounts in thousands of euros unless otherwise stated)
Listed below are the agreements drawn up by the Company with its majority shareholder, public business entity 'ENAIRE', and the other group and related companies for the 2021 and 2020 fiscal years:
On 20 December 2016, the Board of Directors of Aena S.M.E., S.A. approved the ATM (Air Traffic Management) and CNS (Communication, Navigation, Surveillance) agreement, 'Agreement to provide air navigation services between ENAIRE and Aena', which was also approved by the Board of Directors of ENAIRE on 23 December 2016. This agreement extends through the 2017–21 period for a total amount of €662,367 thousand. Upon its expiration, a new agreement was signed, which enters into force on 1 January 2022 and ends on 31 December 2026.
On 26 May 2020, the Aena Board of Directors approved an addendum to the 'Agreement to provide air navigation services between ENAIRE and Aena' which involved a reduction of the annual amount by €12 million in the total amounts of ATM and CNS aerodrome services distributed between May and December 2020. On 21 December 2021, the Board of Directors of Aena approved a new addendum to the 'Agreement for the provision of air navigation services between ENAIRE and Aena' which implied an additional reduction of €9.7 million motivated by the consideration of the ATS services effectively provided at Palma de Mallorca Airport in 2020 and 2021 and the reduction of the demand for air transport in 2021 caused by COVID-19.
On 31 October 2017, Aena and ENAIRE signed a service provision agreement for the car parks of the Aena network, for the free use of the car park 15 days a year for ENAIRE employees. As a result of this agreement, the financial benefits between the parties during 2021 amounted to €53 thousand (2020: €37 thousand) recorded at market value, although the amount paid by ENAIRE amounts to €13 thousand (2020: €9 thousand).
On 1 October 2014, in effect since 1 April 2012, an agreement was signed with subsidiary company Aena Desarrollo Internacional, S.M.E., S.A., in which it provides Aena with flight verification services. The length of the agreement is three years with annual extensions, unless either party expressly wishes not to extend it.
On 1 December 2017, with the purpose of efficiently and appropriately implementing the Group's policies for more efficient corporate management, Aena Desarrollo Internacional, S.M.E., S.A. contracted with Aena S.M.E., S.A. the provision of certain consulting and management support services, which are outlined in the agreement signed for this purpose. The duration period of the agreement is three years with up to a maximum of four annual extensions, as long as there is agreement between the parties. The price of the services rendered is set annually and is revised according to the volume of services rendered. In 2021, services rendered amounted to €199 thousand (2020: €183 thousand).
On 20 June 2019, and taking effect on this day, a credit line agreement was signed between Aena (crediting party) and Aena Desarrollo Internacional (credited party) for €400 million, of which €30 million were reimbursed before 31 December 2019, to finance the treasury needs of the capital contribution of the airports in Northeast Brazil. The duration is four years and may be extended for periods of two years up to a maximum of three extensions, provided that neither party requests the cancellation 15 days before the maturity date. This line of credit accrues interest referenced to the 1 month Euribor, plus a 1% differential. At the end of fiscal years 2021 and 2020, no balance has been drawn from this line of credit.
For the purposes of reinforcing Aena Desarrollo Internacional's own funds, on 23 December 2021, the portion corresponding to the Principal Pending Amortisation of the aforementioned line of credit (€370,000 thousand) was converted into an equity loan under the terms of Article 20 of Royal Decree-Law 7/1996, of 7 June, on Urgent Fiscal and Development Measures and Deregulation of Economic Activity. It was expressly agreed that ADI might only amortise the Equity Loan if such amortisation in advance is offset by an increase of the same amount of its own funds and provided that it does not come from the updating in the value of assets. The principal will accrue variable interest of Euribor +100 basis points. The Equity Loan will mature on 23 December 2023, with automatic two-year extensions, if neither party requests its cancellation fifteen (15) days before the maturity date or the maturity date of each of the extensions (up to a maximum of two extensions).
Moreover, on 16 March 2018, and taking effect on this day, a credit line agreement was signed between and Aena Desarrollo Internacional (crediting party) and Aena (credited party) at a maximum limit of €100 million to finance general treasury needs. The duration is two years and it has been extended for two more years, with its expiration being March 2022.
(Amounts in thousands of euros unless otherwise stated)
On 25 April 2018, an agreement was signed whereby Aena, Sociedad Concesionaria del Aeropuerto de la Región Internacional de Murcia S.M.E., S.A., hired Aena S.M.E., S.A. for the provision of consulting services and assistance in the planning, organisation, coordination and management of business activity areas, for a duration of three years from the date of signing.
On 26 April 2021, a new Agreement was signed with a duration of three years extendable up to a maximum of one year, highlighting the following services provided by Aena:
In 2021, the services rendered derived from this agreement amounted to €977 thousand (2020: €1,000 thousand).
On 1 September 2020, an agreement was signed whereby Aeroportos do Nordeste do Brasil S.A. hired Aena S.M.E, S.A. and Aena Desarrollo Internacional S.M.E., S.A. for the provision of consulting services and assistance in the planning, organisation, coordination and management of business activity areas. The agreement has a duration of two years from its signing with up to a maximum of four annual extensions of one year in duration each, agreeing to a suspension of billing and collection during 2020 and 2021 due to the pandemic.
In 2021, the services rendered derived from this agreement amounted to €105 thousand (2020: €257 thousand).
There is a cooperation agreement with Ingeniería y Economía del Transporte, S.A. (INECO) to draw up and revise projects, supervise construction and provide technical monitoring assistance, engineering for certification, maintenance and operation of facilities and airport processes, planning, airport and environmental development, commercial airport development and logistics designs and studies in terminal buildings to improve operating efficiency and reduce costs even further. Its appendix of actions is renewed every year.
Related company ISDEFE has been providing Aena with a series of services, which fall within the activities of its corporate purpose, among which are the following activities in accordance with the agreement signed in December 2016, and which replaced the one previously in force dated 8 November 2013, whose appendix of actions is being renewed on an annual basis:
The State Meteorological Agency (AEMET), in its capacity as the meteorological authority of the state and as the supplier of certificate services, is the sole officially designated organisation in Spain to provide meteorological services for aeronautical activities. In order for more suppliers of this service to be designated, regulations must previously be developed. AEMET also provides meteorological services to the rest of Spanish airports that are not managed by Aena S.M.E., S.A.
Additionally, AEMET is the owner of facilities and basic equipment to manage the meteorological services for air navigation.
(Amounts in thousands of euros unless otherwise stated)
As a result of the need for these services, Aena and AEMET signed an Agreement regulating this rendering of services covering the period from 30 December 2014 to 29 December 2016, signing a new contract with entry into force on 30 December 2016 for a period of one year, counted from the previous date. It is extendable by mutual agreement of the parties year by year, up to a maximum of two additional years, and has been renewed for the 2020–24 period for a total amount of €60.2 million.
Aena, since 2014, has paid for the services provided by AEMET at an initial payment of €7,500 thousand for the March– November period of 2014. Monthly payments of €833 thousand have been paid since then until June 2020, the date from which the monthly payment increases to €953 thousand.
The balance of the section 'Trade and other receivables' of the attached balance sheet at the end of the 2021 and 2020 fiscal years is broken down as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Customers, rendering of services | 574,819 | 758,500 | |
| Customers, bad debt | 106,573 | 104,657 | |
| Less: impairment provision | (136,903) | (131,400) | |
| Customers, group and associated companies (Note 12) | 1,360 | 1,323 | |
| Sundry debtors (*) | 7,968 | 7,826 | |
| Current tax assets | - | 8,931 | |
| Staff costs | 674 | 635 | |
| Other loans with Public Administrations (Note 22) | 33,390 | 71,939 | |
| 587,881 | 822,411 |
(*)The sundry debtors heading includes an outstanding balance amounting to €7,423 thousand related to the incident involving an incursion onto the runway at Barcelona-El Prat Josep Tarradellas Airport on 28 July 2006. The Group has made a provision for this item.
On 5 March 2011, Act 1/2011, of 4 March, which amends Act 21/2003, of 7 July, on Air Security, was published in the Spanish Official State Gazette. This act allowed Aena S.M.E., S.A. or its subsidiaries to use debt collection proceedings in order to manage, liquidate and collect payment of all outstanding airport charges, this being managed by the collection bodies of the State Tax Administration Agency.
As a result of the health crisis caused by COVID-19 and the measures adopted by public authorities to deal with it, since the end of 2020, Aena began negotiating with its tenants the reduction of lease payments on commercial premises in order to adapt the economic conditions of the contracts to the new economic and social situation that arose as a result of the pandemic. During 2021, most of the contractual amendments have been formalized; they have mostly entailed reductions to the contractually established MAG for 2020 and 2021 (Note 5.a.i).
Additionally, the minimum [annual] guaranteed rents (hereinafter MAG) established in the commercial lease agreements executed between Aena and its commercial operators, accrued between 15 March 2020 (start date of the first state of emergency in Spain) and 3 October 2021, have been modified as a result of the entry into force, on 3 October 2021, of the 7th Final Provision of Act 13/2021, of 1 October, which amends Act 16/1987, of 30 July, pertaining to Land Transport Management (hereinafter DF7 of Act 13/2021) (Note 5.a.i).
These lease agreement rent reductions, which are the result of contractual modifications arising directly from the adverse situation caused by COVID-19, are allocated to results prospectively using a linear distribution system throughout the remaining periods of the agreement (Notes 4.e and 5.a)
At the end of the 2020 fiscal year, the MAG accrued between 15 March and 31 December 2020 pending collection amounted to €638 million. Additionally, between 1 January and 3 October 2021, €388 million of MAG were accrued.
As detailed in Note 5.a.i, the amount of the reduction of these MAG and fixed rents accrued between 15 March 2020 and until the entry into force of the DF7 amounts to €795 million. Of this amount, €61 million have been recorded as lower commercial revenues in 2021, as these are incentives that correspond to completed agreements. The remaining amount, recorded as of 31 December 2020 as customers, rendering of services, corresponds to contracts that remain in force and has been recorded in accrual accounts (€43 million in 2020 and €691 million in 2021) and allocated linearly to results prospectively during the remaining period of validity of each agreement, from the entry into force of the contractual modification or from the date the DF7 entered into force, 3 October 2021 (Note 20).
(Amounts in thousands of euros unless otherwise stated)
A significant part of the balances included under the section 'Customers, rendering of services' belong to the following companies:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| World Duty Free (DUFRY) | 151,948 | 335,045 | |
| Áreas, S.A. | 58,992 | 91,162 | |
| Vueling Airlines | 43,538 | 12,721 | |
| Air Europa Líneas Aéreas, S.A. | 18,926 | 28,810 | |
| Eurodivisas S.A. | 17,948 | 16,852 | |
| Select Service Partner, S.A. | 17,573 | 28,817 | |
| Sinapsis Trading | 16,934 | 17,963 | |
| Iberia, Líneas Aéreas de España, S.A. | 16,281 | 9,953 | |
| UTE Sistemas -Exterior Plus | 14,492 | 5,927 | |
| Sistemas e Imagen Publicitaria, SLU | 13,190 | 5,176 | |
| Pansfood S.A. | 12,737 | 29,159 | |
| AB Servicios Selecta España S.A. | 12,501 | 6,881 | |
| UTE Exact Change 2 | 12,206 | 7,441 | |
| Maxelga 93 S.L. | 9,560 | 4,938 | |
| Air Nostrum | 8,070 | 4,641 | |
| UTE New Business Media Ceco | 6,396 | 2,800 | |
| Airfoods Restauración y Catering, S.L. | 5,809 | 5,580 | |
| Bull Wrapping Global, S.L. | 5,716 | 1,515 | |
| Lagardere Travel Retail, S.A. | 5,452 | 20,439 | |
| Others | 126,550 | 122,680 | |
| 574,819 | 758,500 |
On 5 March 2011, Act 1/2011, of 4 March, which amends Act 21/2003, of 7 July, on Air Security, was published in the Spanish Official State Gazette. This act allowed Aena S.M.E., S.A. or its subsidiaries to use debt collection proceedings in order to manage, liquidate and collect payment of all outstanding airport charges, this being managed by the collection bodies of the State Tax Administration Agency.
The Company has analysed all exposure to credit risk individually. The result of this analysis at the end of the fiscal year shows that credit risk is almost entirely attenuated, by 77.59%, thanks to the credit guarantees and improvements the Company has at its disposal.
In cases in which an impairment loss is considered to have been incurred, the impairment has been estimated based on the best available information with respect to the recoverable amount.
The activity of the provisions account for commercial operations during the 2021 and 2020 fiscal years has been the following:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Opening balance | 131,400 | 120,289 | ||
| Variation in the impairment provision | 5,503 | 11,111 | ||
| 136,903 | 131,400 |
In addition to the variation of €5,503 thousand (2020: €11,111 thousand) in the provision for impairment from commercial operations, during the 2021 fiscal year, losses amounting to €174 thousand (2020: €696 thousand) have been recorded under the section 'Losses, impairment and change in provisions for operations' of the profit and loss account, due to definitive derecognitions carried out by the Spanish Tax Agency of debts sent to legal proceedings for collection, up to the expense
(Amounts in thousands of euros unless otherwise stated)
amounting to €5,677 thousand that appears in this heading (2020: expense amounting to €11,807 thousand).
Considering the current extraordinary circumstances that are the result of the fall in air traffic derived from the pandemic, the Company has deferred the invoices for Aeronautical and Handling Agent customers. All deferments were paid within the established deadlines without incident.
During the fiscal year, the Company has collected financial assets convertible into cash as a result of enforcing bonds and bank guarantees that guaranteed collection for a book value of €15,636 thousand.
At 31 December 2021 and 2020, there are no balances to be collected in a currency other than the euro.
The balance of the accounts under the section 'Short-term financial investments' at the end of the 2021 and 2020 fiscal years is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Loans to companies | 16 | 17 | ||
| Short-term bonds and deposits | 1,560 | 1,517 | ||
| 1,576 | 1,534 |
All financial liabilities at 31 December 2021 and 2020 are recorded at amortised cost.
The Company's loans and credits are formalised at 59% at fixed interest rates (see Note 5), and the remaining percentage is formalised at variable rates generally referenced to the Euribor (2020: 70% at fixed/reviewable fixed interest rates and the remaining percentage formalised at variable rates generally referenced to the Euribor). The average rate of this debt during 2021 was 0.992% (2020: 1.07%) (Note 5).
Due to the non-monetary contribution described in Note 1, the Company and its sole shareholder at that time signed a financing agreement whereby the debts corresponding to the branch of activity contributed in the capital increase described in said Note 3 were transferred from the public business entity 'Aeropuertos Españoles y Navegación Aérea' to the Company Aena S.M.E., S.A. In this agreement between both parties, the initial debt and the future cancellation conditions of this debt were recognised, as well as the procedure to settle the interest and repayment of the debt. It also specified that the stateowned enterprise 'Aeropuertos Españoles y Navegación Aérea' is the borrower as regards the lending financial institutions. However, it also recognised that Aena S.M.E., S.A. was obligated to pay the percentage of the active balance of the debt of the public entity Aena attributable to the airport line of business at the time of contribution of any payments that the stateowned enterprise 'Aeropuertos Españoles y Navegación Aérea' is required to pay to the financial institutions, in accordance with the financial conditions and the other terms and conditions provided in the Financing Agreements. The average rate of this debt during 2021 was 1.38% (2020: 1.34%).
Moreover, in the Council of Ministers' meeting of 11 July 2014, the state-owned enterprise 'Aeropuertos Españoles y Navegación Aérea' was authorised to initiate the sale process for the share capital of Aena S.M.E., S.A. and to dispose up to 49% of its capital.
On 29 July 2014, in the context of offering the Company's share capital to private investors, and in order to ensure that the process was compatible with the financing agreements (long and short-term borrowings) and the hedging agreements signed with all the financial institutions, the state-owned enterprise 'ENAIRE', Aena S.M.E., S.A. and the respective financial institutions agreed to a novation amending, but not extinguishing, the corresponding financial agreements. This novation amends the contract signed on 1 July 2011, through which all the assets, rights, debts and obligations of the state-owned enterprise 'ENAIRE' that are associated with the development of airport and commercial activities, and other state services
(Amounts in thousands of euros unless otherwise stated)
related to airport management were contributed to Aena S.M.E., S.A. This contribution, which included the activities and services associated with air traffic services, amounts to €11,672,857 thousand.
By virtue of this novation, the Parties agreed to amend certain aspects of the debt acknowledgement agreements with merely novation effects, and under no circumstances extinguishing effects, for the purposes of stipulating inter-alia: i) the updated amount of the acknowledged debt, ii) the regulation of the payment by the state-owned enterprise 'ENAIRE' and Aena S.M.E., S.A. of the amounts due under the financing agreements, iii) the co-creditors' exercise of powers based on these financing agreements, iv) Aena S.M.E., S.A.'s obligation to comply with the same financial ratios, as outlined in the financial agreement novations, v) the commitment to constitute a future pledge on the credit rights (the amount corresponding to one year of debt service payable under the financing agreements) by the Company in favour of the state-owned enterprise 'ENAIRE' in the event of breach of its obligations under the debt acknowledgement agreement or loss of the majority share capital of Aena S.M.E., S.A. by the state-owned enterprise 'ENAIRE'.
In the debt novation process, the parties expressly agreed that, notwithstanding their status as co-debtors and their joint liability for complying with the obligations provided in the financing agreements, the payments that must be made for any item based on these financing agreements shall be made by the state-owned enterprise 'ENAIRE'. This accordingly maintains the contractual relationship between Aena S.M.E., S.A. and the state-owned enterprise 'ENAIRE' through the debt acknowledgement agreement.
Notwithstanding the joint liability and principal that Aena S.M.E., S.A. and the state-owned enterprise 'ENAIRE' accept with the financial institutions under the financing agreements, the payments made by Aena S.M.E., S.A. will proportionally lower its payment obligations to the state-owned enterprise 'ENAIRE' that arise from the earlier contribution.
In any event, the failure of Aena S.M.E., S.A. to pay its obligations arising from the debt acknowledgement agreement will not release the state-owned enterprise 'ENAIRE' from fulfilling its payment commitments by virtue of the provisions in the financing agreements.
These novations did not alter the financial terms of the loan transactions granted at the time to the state-owned enterprise 'ENAIRE', nor those outlined in the mirror loans signed with Aena S.M.E., S.A. (among others: principal amortisation, maturity dates, interest rate regime, repayment terms, etc.).
For all these reasons, the amendments agreed to in the financing agreements with banks and the state-owned enterprise 'ENAIRE' did not change the accounting treatment of the Company's financial debt with the Ultimate parent company, the state-owned enterprise 'ENAIRE'.
The main clauses that were amended are summarised below:
| Ratio | 2021 | 2022 | 2023 | 2024 and subsequent |
|---|---|---|---|---|
| Net financial debt/EBITDA Less than or equal to: |
7.00x | 7.00x | 7.00x | 7.00x |
| EBITDA/Finance expenses Greater than or equal to: |
3.00x | 3.00x | 3.00x | 3.00x |
(Amounts in thousands of euros unless otherwise stated)
whether or not these transactions are related, with certain exceptions relating to airport assets located outside Spain.
The financing agreements include the following ground for early termination, stated in ordinary market terms:
Only the occurrence of these grounds for early termination may ultimately authorise the financial institutions, in accordance with the specific terms and conditions of their respective agreements, to declare early termination of their respective financing agreements. This is without prejudice to the need for good faith and the essential nature of the cited grounds.
In the event of a breach by Aena S.M.E., S.A. of its obligations under the debt acknowledgement agreement:
(Amounts in thousands of euros unless otherwise stated)
The breakdown of the 'Financial debt where the Company acts as joint creditor with ENAIRE' (hereinafter referred to as 'Coborrower debt') with financial institutions on 31 December 2021 is the following (in thousands of euros):
| Financial institutions | Amount |
|---|---|
| EIB | 2,523,431 |
| ICO | 1,191,350 |
| FMS | 442,867 |
| TOTAL Co-borrower | 4,157,648 |
Of the above €4,157,648 thousand, Aena S.M.E., S.A. owes the public entity 'ENAIRE' the debt arising from the contribution of the airport activity, which on 31 December 2021 amounts to €4,132,407 thousand (2020: €4,674,316 thousand), 99.39% of the total borrowed debt. In addition, Aena S.M.E., S.A. owes the public entity 'ENAIRE' in relation to other loans of €30,105 thousand (2020: €34,544 thousand). The maturity schedules for both items at end of the fiscal year is detailed further on.
Regarding the causes for declaring early maturity, ENAIRE, as the holder of the financing agreements, has not breached any of the conditions on early maturity, so this does not affect the Company's balance sheet at 31 December 2021 and 31 December 2020.
As a result of the exceptional situation caused by COVID-19 and its impact on EBITDA, at 31 December 2020, the Net Financial Debt/EBITDA ratio of Aena S.M.E., S.A. was 8.1x, which is in breach of the maximum ratio of 7.0x allowed in some financing agreements. Furthermore, as of 31 December 2021, the Net Financial Debt/EBITDA ratio of Aena S.M.E., S.A. was 9.8x, which is in breach of the maximum ratio of 7.0x allowed in some financing agreements. However, thanks to waibers indicated in the following paragraph, this situation has not been a cause for early termination of the agreements.
In view of the forecast of this rupture, Aena S.M.E., S.A. obtained on 1 December 2020 exemptions from compliance with the financial ratios of all the affected Financial Entities. These waivers had a deadline until at least 30 June 2022. On 23 December 2021, Aena S.M.E., S.A. extended the waivers until June 2023. In accordance with the established terms, the entities waive the right to declare their early maturity in the event of the possible breach of the aforementioned ratio.
(Amounts in thousands of euros unless otherwise stated)
The repayment schedule for the principal of the short and long-term debt with ENAIRE for financing airports (Note 10) at the end of the 2021 and 2020 fiscal years is as follows:
| Repayments | Thousands of euros |
|---|---|
| Maturity | 2021 |
| 2022 | 535,836 |
| 2023 | 514,364 |
| 2024 | 765,707 |
| 2025 | 396,710 |
| 2026 | 376,402 |
| Subsequent | 1,573,493 |
| Total | 4,162,512 |
| Repayments Maturity |
Thousands of euros 2020 |
| 2021 | 546,349 |
| 2022 | 535,836 |
| 2023 | 514,364 |
| 2024 | 512,641 |
| 2025 | 649,777 |
| Subsequent | 1,949,894 |
| Total | 4,708,861 |
The breakdown of the 'Long-term debts with group and associated companies' and 'Short-term debts with group and associated companies' sections of the balance sheet liabilities as of 31 December 2021 and 2020 is shown below:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Debts with group and associated companies (Note 12) |
Long-term | Short-term | Total | Long-term | Short-term | Total | ||
| Debts with ENAIRE | 3,626,676 | 535,836 | 4,162,512 | 4,162,511 | 546,349 | 4,708,860 | ||
| Debt from commissions | (2,078) | (272) | (2,350) | (2,629) | (316) | (2,945) | ||
| Interest accrued | - | 10,129 | 10,129 | - | 11,656 | 11,656 | ||
| Debt due to tax effect | - | - | - | - | 4,109 | 4,109 | ||
| Total | 3,624,598 | 545,693 | 4,170,291 | 4,159,882 | 561,798 | 4,721,680 |
As of 31 December 2021 and 2020, long and short-term debts are denominated in euros.
(Amounts in thousands of euros unless otherwise stated)
The variations in the balance of the loan from ENAIRE, which occurred in the fiscal year 2021, primarily relate to the principal amortisation of €546,349 thousand, as previously indicated. The reconciliation between the opening and closing balances of the Financial debt components with the parent company in the statement of financial position is the following:
| 31 December 2020 Financing | Cash flows | ||||||
|---|---|---|---|---|---|---|---|
| activities Collections |
Financing activities Payments |
Operating activities Interest payments |
Transfers from short to long term |
Accrued interest |
31 December 2021 | ||
| Non-current | |||||||
| Loan to Aena S.M.E., S.A. from ENAIRE | 4,162.512 | - | - | - (535,836) | - | 3,626,676 | |
| Adjustment of the loan balance from ENAIRE using the effective cost criteria |
(2,630) | - | - | - | 552 | (2,078) | |
| Subtotal Aena S.M.E., S.A. long-term debt with ENAIRE | 4,159,882 | - | - | - (535,284) | - | 3,624,598 | |
| Current | |||||||
| Loan from ENAIRE | 546,349 | - | (546,349) | - | 535,836 | - | 535,836 |
| Adjustment of the loan balance from ENAIRE using the effective cost criteria |
(316) | 596 | - | - | (552) | (272) | |
| Interest accrued on loans from ENAIRE | 11,656 | - | - | (32,014) | - | 30,487 | 10,129 |
| Subtotal of Aena S.M.E., S.A. short-term debt with ENAIRE | 557,689 | 596 | (546,349) | (32.014) | 535,284 | 30,487 | 545,693 |
| Total | 4,717,571 | 596 | (546,349) | (32.014) | - | 30,487 | 4,170,291 |
The variations in the balance of the loan from ENAIRE, which took place during the 2020 fiscal year, primarily correspond to the amortisation of the principal for the amount of €633,619 thousand. The reconciliation between the opening and closing balances of the Financial debt with the parent company component of the balance sheet is as follows:
| Cash flows | |||||||
|---|---|---|---|---|---|---|---|
| 31 December 2019 | Financing activities Collections |
Financing activities Payments |
Operating activities Interest payments |
Transfers from short to long term |
Accrued | interest 31 December 2020 | |
| Non-current | |||||||
| Loan to Aena S.M.E., S.A. from ENAIRE | 4,708,860 | - | - | - | (546,349) | - | 4,162,511 |
| Adjustment of the loan balance from ENAIRE using the effective cost criteria |
(3,257) | - | - | - | 42 | 586 | (2,629) |
| Subtotal of Aena S.M.E., S.A. long-term debt with ENAIRE | 4,705,603 | - | - | - | (546,307) | 586 | 4,159,882 |
| Current | |||||||
| Loan from ENAIRE | 633,619 | - (633,619) | - | 546,349 | - | 546,349 | |
| Adjustment of the loan balance from ENAIRE using the effective cost criteria |
(358) | - | - | - | (42) | 84 | (316) |
| Interest accrued on loans from ENAIRE | 13,162 | - | - | (38,525) | - | 37,019 | 11,656 |
| Subtotal of Aena S.M.E., S.A. short-term debt with ENAIRE |
646,423 | - (633,619) | (38,525) | 546,307 | 37,103 | 557,689 | |
| Total | 5,352,026 | - (633,619) | (38,525) | - | 37,689 | 4,717,571 |
The book values and fair values of non-current debts with ENAIRE are as follows:
| Book value | Fair value 31 December |
|||
|---|---|---|---|---|
| 31 December | ||||
| 2021 | 2020 | 2021 | 2020 | |
| Debt with ENAIRE | 3,624,598 | 4,159,882 | 3,617,722 | 4,125,923 |
| Total (Note 12) | 3,624,598 | 4,159,882 | 3,617,722 | 4,125,923 |
The fair value of current external resources does not differ significantly from their book value, as the impact of applying the discount is not significant. Fair values for debt with a term greater than one year are based on cash flows discounted at risk-
(Amounts in thousands of euros unless otherwise stated)
free rates (OIS curve) plus a spread equal to the five-year Aena CDS modelled by Bloomberg (116 bps) (2020: at risk-free rates (OIS curve) plus a spread equal to the five-year Aena CDS modelled by Bloomberg (146 bps)).
The Aena S.M.E., S.A. long-term debts with credit institutions balance amounts to €3,295,630,000 at 31 December 2021 (31 December 2020: €2,673,731,000) and its breakdown is the following:
| 31/12/2021 | 31/12/2020 | |||
|---|---|---|---|---|
| Financial institution | Balance | Average Rate | Balance | Average Rate |
| EIB | 475,630 | 0.259 | 475,630 | 0.208 |
| CAIXABANK | 425,000 | 0.521 | 400,000 | 0.119 |
| UNICAJA | 290,000 | 0.317 | 350,000 | 0.311 |
| ICO | 300,000 | 0.65 | 300,000 | 0.65 |
| BANKIA(*) | - | - | 250,000 | 0.65 |
| CAJAMAR | 250,000 | 0.365 | 250,000 | 0.27 |
| CREDIT AGRICOLE-CIB | - | - | 200,000 | 0.6 |
| KUTXABANK | 280,000 | 0.314 | 200,000 | 0.374 |
| ABANCA | 300,000 | 0.293 | 100,000 | 0.537 |
| BANKINTER | 75,000 | 0.56 | 75,000 | 0.41 |
| SABADELL | - | - | 75,000 | 0.75 |
| BBVA | 300,000 | 0.013 | - | - |
| MEDIOBANCA | 100,000 | 0.009 | - | - |
| INTESA SANPAOLO | 500,000 | - | - | - |
| TOTAL | 3,295,630 | 0.388 | 2,675,630 | 0.371 |
(*) Merged with Caixabank
Of the previous amount, the balances corresponding to UNICAJA, EIB, and ICO are subject to the same covenants established for the loan with ENAIRE. The Company obtained compliance waivers, until June 2023, of the financial leverage ratios and finance expense of all existing debt at 31 December 2021.
| 2023 | 2024 | 2025 | 2026 | 2027 and subsequent |
Total | |
|---|---|---|---|---|---|---|
| EIB | - | - | 26,667 | 448,963 | 475,630 | |
| CAIXABANK | 400,000 | - | 25,000 | - | - | 425,000 |
| UNICAJA | 60,000 | 60,000 | 110,000 | 60,000 | 290,000 | |
| ICO | - | - | - | - | 300,000 | 300,000 |
| CAJAMAR | - | 250,000 | - | - | - | 250,000 |
| KUTXABANK | 120,000 | 20,000 | 120,000 | 20,000 | - | 280,000 |
| ABANCA | - | 100,000 | - | 200,000 | - | 300,000 |
| BANKINTER | - | - | 75,000 | - | 75,000 | |
| BBVA | - | 300,000 | - | - | - | 300,000 |
| MEDIOBANCA | - | - | - | 100,000 | - | 100,000 |
| INTESA SANPAOLO |
- | 500,000 | - | - | - | 500,000 |
| 580,000 | 1,230,000 | 330,000 | 406,667 | 748,963 | 3,295,630 |
(Amounts in thousands of euros unless otherwise stated)
Aena S.M.E., S.A. short-term debts with credit institutions balance as of 31 December 2021 amount to €633,737 thousand (31 December 2020: €53,370 thousand), of which €3,737 thousand corresponds to outstanding accrued interest (31 December 2020: €3,370 thousand from outstanding accrued interest), with the breakdown being as follows:
| Financial institution | 2021 | 2020 |
|---|---|---|
| CAIXABANK | 225,000 | - |
| CREDIT AGRICOLE-CIB | 200,000 | - |
| KUTXABANK | 20,000 | - |
| SABADELL | 75,000 | - |
| SOCGEN FINANC | 50,000 | 50,000 |
| UNICAJA | 60,000 | - |
| Interest accrued | 3,737 | 3,370 |
| TOTAL | 633,737 | 53,370 |
During the first days of 2022, €500 million have been amortised with the Intea loan
| BANKING ENTITY | AMOUNT | ||
|---|---|---|---|
| (thousands of euros) | |||
| BBVA | 190,000 | ||
| SANTANDER | 160,000 | ||
| BANKINTER | 100,000 | ||
| SABADELL | 100,000 | ||
| UNICAJA | 100,000 | ||
| KUTXA | 100,000 | ||
| IBERCAJA | 50,000 | ||
| TOTAL | 800,000 |
This line matures in December 2025. There is no drawn balance as of 31 December 2021 or 2020. The interest rate is variable, with an initial spread (0.275% annual) over the Euribor at 1/3/6 months.
The initial spread is reviewed annually based on the following two variables:
a) Moody's and/or Fitch's credit assessment of Aena according to the following table:
| CREDIT RATING | Applicable margin |
|
|---|---|---|
| A+/A1 or higher | 0.225% | |
| A/A2 | 0.250% | |
| A-/A3 | 0.300% | |
| BBB+/Baa1 | 0.350% | |
| BBB/Baa2 | 0.400% | |
| BBB-/Baa3 or lower | 0.550% |
b) The evolution of Aena's sustainability parameters in environmental, social and good governance issues (ESG 'Environmental, Social and Governance' rating) evaluated by the ESG rating provider selected by Aena (Sustainalytics), so if the score increases or diminishes by five or more points with respect to the initial one, the resulting applicable margin will be reduced by 0.025% in the first case and will increase in the second.
(Amounts in thousands of euros unless otherwise stated)
| Amount | ||
|---|---|---|
| Organisation | (Millions of euros) | Maturity |
| EIB | 110 | Maximum 20 years since disbursement |
| EIB | 14 | Maximum 17 years since disbursement |
| EIB | 95 | Maximum 20 years since disbursement |
| ICO | 250 | October 2031 |
| Total | 469 |
On 30 October 2019, Aena S.M.E, S.A. registered a Promissory Note Programme (Euro Commercial Paper) with the CNMV, with a maximum balance of €900,000 thousand in the Bolsas y Mercados Españoles (BME) Fixed Income Market. With this instrument, Aena can flexibly place promissory notes with minimum unit nominal amounts of €500 thousand and maturities between 3 and 364 days. This programme matured on 30 October 2020.
On 24 November 2020, the Company registered a Promissory Note Programme (Euro Commercial Paper) with the CNMV, with the same maximum balance (€900,000 thousand) in the BME Fixed Income Market and under the same conditions as the previous one. This programme expired on 24 November 2021.
On 27 December 2021, Aena S.M.E., S.A. published a new Promissory Note Programme (Euro Commercial Paper) under the new Securities Market Act 5/2021, approved on 12 April 2021. The programme has been admitted for trading and listing for a maximum amount of €900 million for the AIAF fixed income market (integrated into the BME group) and under the same conditions as the previous Programme.
As of 31 December 2021, there was no paper issued under this new programme (2020: €55,000 thousand).
(Amounts in thousands of euros unless otherwise stated)
The breakdown of the fair value of derivative financial instruments as of 31 December 2021 and 31 December 2020 is shown in the following table:
| 31 December 2021 | 31 December 2020 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Interest rate swaps – cash flow hedges | - | 73,558 | - | 128,479 |
| Total | - | 73,558 | - | 128,479 |
| Current portion | - | 27,607 | - | 31,645 |
| Non-current portion | - | 45,951 | - | 96,834 |
The total fair value of a hedging derivative is classified as a non-current asset or liability if the remaining validity of the hedged item is more than 12 months and as a current asset or liability if the remaining validity of the hedged item is less than 12 months.
During the periods ended 31 December 2021 and 31 December 2020, the hedging derivatives are 100% effective and meet all the requirements needed to apply hedge accounting, such that there is no ineffectiveness recorded in the profit and loss account.
The fair value of the interest swaps has been obtained by updating the net expected cash flows during the contractual period, using the discount factors obtained from the zero-coupon curve at each valuation time. In order to calculate the variable cash flows, the forward rates or implied rates obtained from the zero-coupon interest rates existing on the market at the time of the valuation of the interest swap are used. The fair value thus obtained is adjusted for credit risk, understanding credit risk as both the counterparty credit risk and own credit risk, as necessary. In order to quantify the credit risk of a financial agent, there are three commonly accepted methodologies in the market. These methodologies are applied in the following order of priority:
1) Whenever there is a Credit Default Swap (CDS) quoted on the market, the credit risk is quantified based on its share price.
2) Whenever there are debt issues accepted for listing in the different financial markets, the quantification of credit risk can be obtained as the differential between the internal rate of return (yield) of the bonds and the risk-free rate.
3) If it is not possible to quantify the risk by following the two previous methodologies, the use of comparables is generally accepted, i.e. taking as a reference companies or bonds of companies from the same sector as the one being analyse.
(Amounts in thousands of euros unless otherwise stated)
As explained in Note 5, on 10 June 2015, Aena signed a hedging transaction from variable interest rate to fixed with lending entities with a credit rating equal to or better than BBB (Standard & Poor's), in order to avoid the risk of fluctuation in interest rates on various credits, for an amount of €4,196 million.
Their main characteristics are as follows:
| Classification | Rate | Contracted amount (thousands of euros) |
Pending notional amount 31/12/2021 |
Agreement date |
Derivative start date |
Maturity | Hedge designation date |
|
|---|---|---|---|---|---|---|---|---|
| Interest rate swap |
Cash flow hedge |
Fixed interest rate swap at 0.144% against variable interest rate (Eur6M) |
290,000(*) | - | 27/06/2015 | 29/06/2015 | 15/12/2020 | 27/06/2015 |
| Interest rate swap |
Cash flow hedge |
Fixed interest rate swap at 1.1735% against variable interest rate (Eur6M) |
854,100 | 521,950 | 15/06/2015 | 15/06/2015 | 15/12/2026 | 15/06/2015 |
| Interest rate swap |
Cash flow hedge |
Fixed interest rate swap at 0.9384% against variable interest rate (Eur3M) |
3,041,833 | 1,373,956 | 15/06/2015 | 15/06/2015 | 15/12/2026 | 15/06/2015 |
| TOTAL | 4,185,933 | 1,895,906 |
(*) Initially contracted for a notional amount of €300,000 thousand.
The outstanding notional principal sums in these interest rate swap agreements amounts to €1,895,906 thousand as of 31 December 2021 (31 December 2020: €2,122,733 thousand).
The balance recognised in the equity hedge reserve for interest rate swap agreements as of 31 December 2021 will be continuously transferred to the income statement until the bank loans are repaid. During the fiscal year 2021, €31,491 thousand were allocated to the profit and loss account as finance expenses for the settlement of hedging instruments (in 2020: €31,859 thousand).
The fair value of these derivatives amounts to €73,558 thousand as of 31 December 2021 (31 December 2020: €128,479 thousand), and its breakdown between the current and non-current portions is the following:
| Fair value recorded in 'Non-current | Fair value recorded in 'Current |
|---|---|
| liabilities' as of 31 December 2021 (in | liabilities' as of 31 December 2021 |
| thousands of euros) | (in thousands of euros) |
| 45,951 | 27,607 |
| Fair value recorded in 'Non-current | Fair value recorded in 'Current |
| liabilities' as of 31 December 2020 (in | liabilities' as of 31 December 2020 |
| thousands of euros) | (in thousands of euros) |
| 96,834 | 31,645 |
As of 31 December 2021, if the interest rate had increased or decreased by 20 basis points, with the rest of the variables remaining constant, the liability for the said derivatives would have been €13,647 thousand lower and €13,647 thousand higher respectively (31 December 2020: €18,162 thousand lower and €18,384 thousand higher respectively).
As of 31 December 2021 and 2020, the hedging derivatives were effective and met the requirements needed to apply hedge accounting, such that there is no ineffectiveness recorded in the income statement.
(Amounts in thousands of euros unless otherwise stated)
The breakdown of credit balances for commercial operations is as follows:
| Thousands of euros | ||
|---|---|---|
| Trade and other payables | 2021 | 2020 |
| Suppliers, group and associated companies (Note 12) | 7,697 | 19,841 |
| Sundry creditors | 161,731 | 116,627 |
| Staff costs | 27,674 | 37,220 |
| Other debts with Public Administrations (Note 22.1) | 21,003 | 22,496 |
| Customer advances | 41,490 | 50,373 |
| Total | 259,595 | 246,557 |
Information on the average payment period to suppliers is as follows:
| Days | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Average payment period to suppliers | 37 | 42 | |
| Ratio of paid transactions | 40 | 46 | |
| Ratio of outstanding transactions | 22 | 23 |
These parameters were calculated in accordance with Art. 5 of the Resolution dated 29 January 2016, published by the Accounting and Auditing Institute, on the information to be included in the annual accounts report in relation to the average payment period to suppliers in commercial transactions, as follows:
Number of payment days means the calendar days that have elapsed since the date the calculation begins until the actual payment of the transaction.
Days payable outstanding means the calendar days that have elapsed since the date the calculation begins until the last day of the period referred to in the annual accounts.
| Thousands of euros | ||||
|---|---|---|---|---|
| Amount 2021 | Amount 2020 | |||
| Total payments made | 1,643,151 | 1,272,150 | ||
| Total outstanding payments | 384,834 | 257,456 |
The average payment period is calculated over the invoices received and formed outstanding payment corresponding to the suppliers who, due to their nature, are suppliers of goods and services, in such a way that only the data relating to the 'Sundry creditors' item of the 'Trade and other payables' section are considered.
In the 2021 and 2020 fiscal years, the average payment terms adhered to the terms set out by Act 15/2010. In those exceptional cases where a payment has been made outside of the maximum legal term, this is due mainly to reasons not attributable to the Company: invoices not received on time, expired Spanish Tax Agency (AEAT) certificates, lack of documentary evidence of supplier bank accounts, among others.
(Amounts in thousands of euros unless otherwise stated)
The balance of the 'Inventories' section at the end of the 2021 and 2020 fiscal years is broken down into the following items:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Spare parts | 5,309 | 5,598 | ||
| Greenhouse effect emission allowances (Note 27) | 205 | 301 | ||
| 5,514 | 5,899 |
The inventories balance mainly includes materials and spare parts used by the Company in airport operations.
The breakdown of the 'Cash and cash equivalents' section is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Cash and bank deposits | 783,069 | 386,265 | ||
| Other cash equivalents | 600,000 | 755,000 | ||
| 1,383,069 | 1,141,265 |
At 31 December 2021 and 2020, there are no cash and cash equivalents balances that are unavailable for use.
The Company was created on 31 May 2011 with an initial capital of €61,000 (€1,000 per 61 shares) provided in full by the public business entity ENAIRE. On 6 June 2011, the ENAIRE Shareholders' Meeting approved a capital increase with the nonmonetary contribution of the branch of airport activity, where the following was agreed:
On 23 January 2015, the Council of Ministers approved the sale of 49% of Aena via an Initial Public Offer, registering the IPO prospectus with the CNMV on 23 January 2015. Trading in Aena S.M.E., S.A. shares opened on the Continuous Market, in the four Spanish stock exchanges, on 11 February 2015.
The listing of the Company on the stock exchange, as explained above, via the IPO of 49% of Aena S.M.E., S.A.'s capital, meant that the ENAIRE entity's shareholding in Aena S.M.E., S.A. fell to 51%, compared to its previous 100%.
On 31 December 2021 and 2020, the share capital of Aena S.M.E., S.A. was represented by 150,000,000 ordinary shares with a par value of €10 each, which have been fully paid. These shares have equal voting and economic rights. Its share price on the Stock Exchange amounted to €138.8 on 31 December 2021.
As of 31 December 2021 and 2020, there are also no capital increases in progress or authorisations to operate in own shares.
According to the information available at 31 December 2021 and 2020, the stakes exceeding 10% are as follows:
ENAIRE 51.00 %
Share premium
The consolidated text of the Corporate Enterprises Act expressly allows the use of the share premium balance to expand the
(Amounts in thousands of euros unless otherwise stated)
share capital and does not establish any specific restriction regarding the drawing down of this balance.
This reserve is freely available provided that, as a result of its distribution, the Company's equity value is not less than the share capital figure.
As of 31 December 2021 and 2020, the Company's Share Premium amounts to €1,100,868 thousand.
The Capitalisation Reserve amounting to €164,176 thousand (2020: €159,877 thousand) comes from the approval of the Company's distribution of profits for the fiscal years ended 31 December 2015. This capitalisation reserve has been endowed in accordance with articles 25 and 62 of the Corporate Tax Act, which establishes that the reserve must be endowed with the amount stipulated in order to benefit from the reduction in the tax base of the tax group for the fiscal year. As defined in said article, the right to a reduction in the tax base of the tax group is set at 10% of the tax group's increase in equity. This sum may never exceed 10% of the positive tax base of the tax group corresponding to the tax year prior to the reduction and integration referred to in section 12 of article 11 of the Act and the compensation of negative tax bases. However, in the event of an insufficient tax base of the tax group for applying the reduction, the pending amounts may be applied in the tax years ending in the two years immediately following the end of the tax year in which the right to the reduction was generated, together with the reduction that may correspond in that year and at the indicated limit.
The Reserve is restricted and conditional upon maintaining the equity increase of the tax group for a period of five years from the end of the tax year to which the reduction corresponds, except for the existence of accounting losses. Once this five-year period has elapsed, and the established condition has been met, the reserve provided to cover the reduction applied in the Corporate Tax declaration for the fiscal year ended 31 December 2015 for €42,406 thousand, became available from 1 January 2021.
In the fiscal year 2021, the reclassification of voluntary reserves to capitalisation reserves has been carried out, for an amount of €4,299 thousand, as described in Note 3.
The legal reserve must be allocated in accordance with article 274 of the Corporate Enterprises Act. This article requires that, in any event, a figure equal to 10% of the profits for the fiscal year be earmarked for the legal reserve, until its amount reaches at least 20% of the share capital.
The legal reserve, as long as it does not exceed the amount indicated above, may only be used to offset losses if no other reserves are available for this purpose.
At the end of the 2021 fiscal year, the legal reserve amounts to €300,000 thousand (31 December 2020: €300,000 thousand), equalling the minimum legal limit established in accordance with article 274 of the Corporate Enterprises Act.
As of the end of the 2021 and 2020 fiscal year, fully available voluntary reserves are included in this heading provided that, as a result of their distribution, the value of the Company's equity is not lower than the share capital.
(Amounts in thousands of euros unless otherwise stated)
The movement produced in the 2021 and 2020 fiscal years in this reserve as a result of the valuation adjustments of the derivatives designated as cash flow hedges (see Note 15) is as follows:
| 2021 | |||||
|---|---|---|---|---|---|
| Opening | Variations | Postings to | Balance | ||
| balance | Fair value | results | 31/12/2021 | ||
| Cash flow hedges | |||||
| Aena interest rate swaps | 128,479 | (23,431) | (31,491) | 73,557 | |
| Tax effect | (32,120) | 5,858 | 7,873 | (18,389) | |
| Total | 96,359 | (17,573) | (23,618) | 55,168 | |
| 2020 | |||||
| Opening | Variations | Postings to | Balance | ||
| balance | Fair value | results | 31/12/2020 | ||
| Cash flow hedges | |||||
| Aena interest rate swaps | 125,777 | 34,561 | (31,859) | 128,479 | |
| Tax effect | (31,443) | (8,641) | 7,964 | (32,120) | |
| Total | 94,334 | 25,920 | (23,895) | 96,359 |
The breakdown of the fiscal years in which this reserve is expected to affect the profit and loss account is included in Note 10, under the 'Derivatives' section of the Analysis by maturity.
The breakdown and movement of this section as of 31 December 2021 and 2020 is as follows:
| 2021 | ||||
|---|---|---|---|---|
| Opening balance |
Additions | Postings to results |
Balance 31/12/2021 |
|
| Capital grants from official European bodies | ||||
| Amount | 460,622 | 284 | (35,525) | 425,381 |
| Tax effect | (115,156) | (71) | 8,881 | (106,346) |
| Net | 345,466 | 213 | (26,644) | 319,035 |
| 2020 | ||||
|---|---|---|---|---|
| Opening balance |
Additions | Postings to results |
Balance 31/12/2020 |
|
| Capital grants from official European bodies | ||||
| Amount | 497,337 | 31 | (36,746) | 460,622 |
| Tax effect | (124,335) | (8) | 9,187 | (115,156) |
| Net | 373,002 | 23 | (27,559) | 345,466 |
The additions for the fiscal year 2021 correspond to greenhouse gas emission rights of free allocation corresponding to the Barcelona-El Prat Josep Tarradellas Airport.
(Amounts in thousands of euros unless otherwise stated)
The breakdown of the gross grants by operative programmes which were earned in the fiscal years 2021 and 2020 is as follows, in thousands of euros:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Menorca Airport wastewater treatment plant grant | - | 192 | |
| Total ERDF Funds Received | - | 192 |
During the fiscal year 2021, no grants have been collected. At the end of the fiscal year 2020, the Company believes that all the conditions needed to receive and enjoy the grant detailed above have been met.
On 14 February 2013, Aena S.M.E., S.A. signed three contracts with World Duty Free Group España, S.A. (DUFRY) for the leasing of the commercial premises of duty-free and duty-paid shops in the entire Spanish airport network. These contracts were in force until 31 October 2020 and included an advance payment of €332,442 thousand, which were regularly offset with accrued revenue during this validity period. In this regard, as of 31 December 2020, the entire advance payment was recorded in the short-term, amounting to €19,373 thousand. At the end of 2021, there are €209 thousand pending allocation to results.
| 2021 | 2020 | |
|---|---|---|
| Bonds | 3,844 | 3,521 |
| Other accruals | 5,102 | 24,695 |
| Total adjustments for accrual | 8,946 | 28,216 |
| Current | 209 | 19,373 |
| Non-current | 8,737 | 8,843 |
The long-term accrual account, initially recorded by the amount received (€278,933 thousand) is subject to annual updates against finance expenses. These finance expenses amounted to €106 thousand in 2021 (2020: €12,442 thousand) (Note 23.f).
| 2021 | 2020 | |
|---|---|---|
| Commercial MAG and fixed rent discounts | 623,598 | 36,370 |
| Other accruals | 11,451 | 11,153 |
| Total adjustments for accrual | 635,049 | 47,523 |
| Current | 320,496 | 28,803 |
| Non-current | 314,553 | 18,720 |
As indicated in Note 13, as a result of the reductions in commercial lease payments, the amount to be deferred during the remaining life of the commercial agreements corresponding to the MAG and fixed rent discounts accrued between 15 March 2020 and until the entry into force of the corresponding contractual modifications amounts to a total of €734 million, of which:
(Amounts in thousands of euros unless otherwise stated)
These discounts in commercial rents have been recorded in asset accrual accounts; they are attributed to results as lower commercial revenue and are distributed linearly during the remaining life of the agreements (Notes 4.e and 5.a). As a result, in fiscal year 2021, lower commercial revenues have been recorded in the amount of €107 million (2020: €4 million).
The current assets heading also includes anticipated insurance premium expenses for the amount of €5,522 thousand (2020: €5,252 thousand); real estate incentives for the amount of €2,193 thousand (2020: €3,164 thousand); in 2021, there are no commissions for opening credit lines in the fiscal year (2020: €488 thousand (see Note 15); and €58 thousand for anticipated prepaid card expenses (2020: €59 thousand). The remaining amount of the non-current assets corresponds to real estate incentives for the amount of €3,678 thousand (2020: €2,188 thousand).
The movement in the 2021 and 2020 fiscal years in the accounts included under this section has been as follows:
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Provision for | Expropriations | Other | |||||
| Work Commitments |
and interest on late payment |
Responsibilities | Taxes | Environmental actions |
operating provisions |
Total | |
| Opening balance | 9,671 | 7,658 | 17,804 | 8,153 | 71,240 | 6,929 | 121,455 |
| Allocations | 405 | 1 | 5,525 | 35 | 49,022 | 60,805 | 115,793 |
| Discount additions | 15 | - | - | - | - | - | 15 |
| Reversals/Excesses | - | (1,687) | (8,355) | (2,091) | (8.210) | (1,768) | (22,111) |
| Applications | (733) | - | (443) | (438) | (7,542) | (58,284) | (67,440) |
| Closing balance | 9,358 | 5,972 | 14,531 | 5,659 | 104,510 | 7,682 | 147,712 |
| Short-term portion | - | 1,409 | 12,819 | 2,501 | 11,269 | 7,682 | 35,680 |
| Long-term portion | 9,358 | 4,563 | 1,712 | 3,158 | 93,241 | - | 112,032 |
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Provision for | Expropriations | Other | |||||
| Work | and interest on | Environmental | operating | ||||
| Commitments | late payment | Responsibilities | Taxes | actions | provisions | Total | |
| Opening balance | 9,541 | 8,012 | 37,119 | 8,527 | 71,100 | 34,197 | 168,496 |
| Allocations | 747 | 75 | 6,939 | 2,494 | 2,766 | 21,686 | 34,707 |
| Discount additions | 50 | - | - | - | - | - | 50 |
| Reversals/Excesses | - | (314) | (10,176) | (1,089) | (294) | (9,777) | (21,650) |
| Applications | (667) | (115) | (16,078) | (1,779) | (2,332) | (39,177) | (60,148) |
| Closing balance | 9,671 | 7,658 | 17,804 | 8,153 | 71,240 | 6,929 | 121,455 |
| Short-term portion | - | 4,648 | 15,811 | 5,191 | 13,406 | 6,929 | 45,985 |
| Long-term portion | 9,671 | 3,010 | 1,993 | 2,962 | 57,834 | - | 75,470 |
(Amounts in thousands of euros unless otherwise stated)
The movement of the Provision for work commitments accounts during the 2021 and 2020 fiscal years, in thousands of euros, has been as follows:
| 2021 | ||||
|---|---|---|---|---|
| Provision for length of service |
Provision for early retirement |
Total provision for work |
||
| awards | awards | commitments | ||
| Opening balance on 1 January 2021 | 8,882 | 789 | 9,671 | |
| Allocations | 625 | 39 | 664 | |
| Actuarial gains and losses | (265) | 6 | (259) | |
| Discount increase | 14 | 1 | 15 | |
| (Applications)/Rebates | (677) | (56) | (733) | |
| Closing balance on 31 December 2021 | 8,579 | 779 | 9,358 | |
| 2020 | ||||
| Provision for length of service awards |
Provision for early retirement awards |
Total provision for work commitments |
|
|---|---|---|---|
| Opening balance on 1 January 2020 | 8,833 | 708 | 9,541 |
| Allocations | 630 | 37 | 667 |
| Actuarial gains and losses | 40 | 40 | 80 |
| Discount increase | 46 | 4 | 50 |
| (Applications)/Rebates | (667) | - | (667) |
| Closing balance on 31 December 2020 | 8,882 | 789 | 9,671 |
At 31 December 2021, the balance of the liability recognised in the balance sheet for this provision is €8,579 thousand (2020: €8,882 thousand). The endowment for the 2021 fiscal year amounted to €374 thousand (2020: €716 thousand), €14 thousand of which correspond to the financial cost (2020: €46 thousand), having obtained actuarial gains of €265 thousand (2020: actuarial losses of €40 thousand).
At 31 December 2021, the balance of the liability recognised in the balance sheet is €779 thousand (2020: €789 thousand), which corresponds to the difference between the present value of the obligation accrued as of 31 December 2021 of €779 thousand (2020: €789 thousand) and the fair value of the plan assets of €0 (2020: €0). The net additions for the fiscal year have corresponded to the normal cost of services for the fiscal year to the amount of €39 thousand (2020: €37 thousand), financial cost of €1 thousand (2020: €4 thousand), applications of €56 thousand (2020: €0), actuarial losses of €6 thousand (2020: actuarial losses of €4 thousand), and returns on plan assets of €0 (2020: €0).
The agreement stipulates a pension plan as post-employment compensation for workers. For this benefit, the Company has made defined contributions to the fund during the fiscal years prior to 2013. However, for the 2017, 2016, 2015, 2014 and 2013 fiscal years, the Company has not made these contributions due to the suppression established in Act 3/2017, of 27 June, Act 48/2015, of 29 October, Act 36/2014, of 26 December, Act 22/2013, of 23 December, and RDL 17/2012, of 27 December, respectively. These acts establish that public companies cannot make contributions to employee pension plans or collective insurance contracts that include retirement contingency coverage.
For the 2018, 2019, 2020 and 2021 fiscal years, extraordinary contributions were made to the Pension Plan based on the application of the last paragraph of art. 18.2 of the 2019 State General Budget Act (LPGE [Ley de Presupuestos Generales del Estado]), art. 3.2 of RD-Law 24/2019, and the final paragraph of article 3 Two of Royal Decree-Law 2/2020, for the amounts of €494 thousand, €650 thousand and €2,444 thousand and €1,965 thousand respectively.
(Amounts in thousands of euros unless otherwise stated)
The provision for expropriations and interest on late payment records the best estimate of the amount relating to the difference between the prices paid for the expropriation of land required for the expansion of airports and the estimates of the prices that the Company would have to pay, considering that it is likely that certain legal claims in progress regarding some of the prices paid will be successful for the claimants. When estimating the amount of the differences affecting these prices, the Company has taken into account the default interest using the prevailing legal cash interest rate for each year as the basis of calculation.
As of 31 December 2021, there are provisions that mainly correspond to disputes related to expropriations of land, notably at Vigo Airport. All these proceedings gave rise to a provision amounting to €5,972 thousand as of 31 December 2021, of which €4,956 thousand corresponded to price differences, for which the balancing entry was a higher value for land, and €1,016 thousand of accrued default interest as of 31 December 2021, for which the balancing entry was interest expense for expropriation delays (2020: €7,658 thousand , of which €6,360 thousand corresponded to price differences, for which the balancing entry was a higher value for land, and €1,298 thousand of accrued default interest as of 31 December 2020, the balancing entry for which was interest expense for expropriation delays).
The reversions made during the 2021 fiscal year are mainly a consequence of resolutions favourable to the interests of Aena, notably the reversal of the provision for the Adolfo Suárez Madrid-Barajas Airport. Of the €1,687 thousand reversed, €1,405 thousand was credited at the value of the fixed assets against which it was provided at the time, while the rest, for the amount of €282 thousand, was credited to the results for the period (at the time it was paid against the expense for interest on expropriations delays) (2020: €313 thousand reversed was credited at the value of the fixed asset against which it was provided at the time, while the rest, for the amount of € thousand, was credited to the results for the period).
The finance income from interest for expropriations as of 31 December 2021, once the aforementioned reversals were taken into account, has amounted to €282 thousand (31 December 2020: expense of €30 thousand) (see Note 23.f).
This heading mainly records provisions made based on the best estimates available to the Company's management to cover risks relating litigation, claims and commitments in progress that are known at the end of the year and for which the expectation is that an outflow of resources in the medium or long-term is likely. As of 31 December 2021 and 2020, the balances of the Provision mainly corresponded to unfavourable rulings in claims made by lessees, as well as to labour and other claims made by contractors and airlines.
During the 2021 fiscal year, the endowments made by the Group, totalling €5,525 thousand, corresponded mainly to claims for interest on delays for €762 thousand, claims made by airline companies for an amount of €900 thousand and labour claims amounting to €3,447 thousand (2020: €1,340 thousand).
During the 2020 fiscal year, the endowments made by the Group, totalling €6,939 thousand, corresponded mainly to claims made by commercial lessees, amounting to €5,425 thousand, and labour claims, amounting to €1,340 thousand.
During the fiscal year 2021, reversals, for a total amount of €8,355 thousand, were made by the resolution favourable to the Company of labour litigation and other risks, highlighting those corresponding to commercial claims that amounted to €5,523 thousand. The reversals have been credited to the profit and loss account, mainly under the heading 'Excess of provisions'.
During the 2020 fiscal year, reversals amounting to €10,176 thousand correspond to the resolution in favour of the Company of labour disputes and other risks, which have been credited to the profit and loss account, mainly under the section 'Provision surpluses'.
The Company's directors do not consider that, from the set of responsibilities underway, additional liabilities may arise that would significantly affect these annual accounts.
This section mainly records provisions allocated with respect to appeals filed by the Company due to its disagreement with the proposed settlements received from the Tax Authorities regarding certain local taxes associated with airport assets and for which final decisions have yet to be made, of which the expectation is that an outflow of cash is likely, the definitive amounts and the definitive settlement of which are uncertain on the date that these annual accounts were prepared.
(Amounts in thousands of euros unless otherwise stated)
The amount of the reversals, fully credited to the profit and loss account under the 'Provision surpluses' section, is mainly related to favourable resolutions in settlements that were in dispute or prescriptions of these tax settlements in favour of the Company.
Within this heading, provisions amounting to €102,365 thousand (31 December 2020: €69,539 thousand) were recognised in relation to the projected obligations for carrying out sound insulation and soundproofing works in residential areas to comply with the prevailing regulations on noise generated by airport infrastructures.
In addition, an environmental provision of €1,400 thousand (2020: €1,400 thousand) is recognised in relation to the additional measures contemplated in the Resolution of 9 April 2015, of the Secretary of State for the Environment. This resolution amends the ninth condition of the Environmental Impact Declaration for the Adolfo Suárez Madrid-Barajas Airport, of 30 November 2001, and makes provision for actions on the Jarama River. The 2021 provision also includes the greenhouse gas emission allowances acquired by Aena for its consumption, for an amount of €745 thousand (2020: €301 thousand). This corresponds to the best estimate of the allowances consumed during 2021, based on the emissions actually produced during 2021 (see Note 27).
In the fiscal year ended on 31 December 2021, €48,570 thousand was allocated for the inclusion of three new sound insulation plans for Vitoria Airport, Tenerife Sur Airport and César Manrique-Lanzarote Airport. In the case of the Vitoria Airport, the sound insulation plan is required under the Resolution of 21 January 2021, of the General Directorate of Quality and Environmental Evaluation, by which an environmental impact report of the project 'Vitoria Airport Operational Changes' is formulated. In the case of Tenerife Sur Airport and César Manrique-Lanzarote Airport, the sound insulation plan is part of the action plan for acoustic easements approved by Royal Decree 92/2021, of 9 February, and Royal Decree 783/2021, of 31 August. For the calculation of the provision, an average unit cost of €11,484/house was used (except for the Adolfo Suárez Madrid-Barajas airport, for which a cost of €26,839 was estimated due to the type of houses and buildings pending insulation at this airport, and for eight other airports, for which the estimated average amount was €5,200/house). The balancing entry for these provisions is included under 'Property, plant and equipment'.
The allocation of €2,766 thousand to the provision for environmental actions during the fiscal year 2020 was due to, mainly, updating the noise footprints of certain insulation plans. In the Annual Accounts for the fiscal year 2020, an average unit cost of €8,943/house was used (except for the Adolfo Suárez Madrid-Barajas airport, for which a cost of €15,311 was estimated due to the type of houses and buildings pending insulation at this airport, and for four other airports, for which the estimated average amount was €4,880/house).
The reversal that occurred during the fiscal year 2021, amounting to €8,210 thousand, is fundamentally related to a decrease in the average estimated insulation cost amount per house for four airports of the network, which dropped from €8,943/house to €5,200/house. This reversal was made against the value of the fixed asset for which the provision was originally made.
The environmental assessment legislation (currently Act 21/2013) requires that certain Aena S.M.E., S.A. projects are submitted to an environmental impact assessment (particularly runway extensions exceeding 2,100 metres), and are finalised by the formulation of the corresponding environmental impact statements by the Ministry for Environmental Transition. Such statements contain the obligation to develop and execute Sound Insulation Plans (SIP).
In terms of noise, Act 5/2010, of 17 March, amending Act 48/1960, of 21 July, on Air Navigation, stipulates the adoption of action plans, including any corrective measures, when acoustic easements are established to achieve acoustic quality objectives in relation to building exteriors, flight paths, number of flights and associated environmental impacts at airports with more than 50,000 flights/year.
The Company will post the corresponding provisions at the time when the obligation arises to insulate homes, that is, either when a new acoustic footprint is approved that centres on acoustic insulation issues, an easement and its action plan taking effect (via Royal Decree), or through the approval of a new Environmental Impact Statement as a result of the environmental evaluation of projects that require it. These published standards are the ones that must be considered when making provisions, regardless of if the insulating actions on affected buildings take place after they are made, which leads to a time difference between the provision and the execution of the works. The Company's administrators do not expect there to be any significant liabilities or additional contingencies for this reason.
(Amounts in thousands of euros unless otherwise stated)
This section records the provision for discounts applicable to landing and passenger-departure airport charges, accrued by airlines operating during certain days of the week at airports located in the Canary Islands. Also, the General State Budgets Act for the fiscal year 2016 established incentives in the public service benefits for passenger traffic, for growth in passenger numbers on the routes operated in the Aena network.
Furthermore, in accordance with section 3.9.2 of the Airport Regulation Document (DORA) 2017–2021, which states that Aena may establish a scheme of incentives, which, being compatible with Act 18/2014, has a positive effect on demand and promotes, among other things, the establishment of new routes or strengthens existing ones; on 22 February 2017, Aena approved a new commercial incentive scheme for the DORA period, in order to continue promoting the opening of new routes, increasing long-haul passenger traffic, encouraging traffic at airports with lower traffic volumes and reducing the seasonality of airports with a strong seasonal component.
The impact of COVID-19 on airport activity resulted in these incentives being rendered ineffective, so, in order to contribute to the reactivation of air traffic in Spain, Aena offered a commercial incentive that promoted the scheduling of operations by airlines, regardless of the number of passengers. As of 1 July 2020, the incentive was applied to the percentage of recovery of operations in comparison with the same month of 2019, providing certain thresholds are met. Each airline could obtain a discount of 75% or 100% on the average monthly landing charge, for all those monthly operations carried out at network airports that exceed the recovery levels set.
Subsequently, and for the winter season, the Board of Directors approved a new incentive. This measure, applicable between November 2020 and March 2021, provides incentives for all movements operated and not only those above a certain threshold, provided the airline achieves at least a 20% recovery compared to the same month of the previous winter season. At the same time, this measure also cancels the incentive for opening routes to new destinations and the growth incentive, which will cease to be in effect as of the beginning of the 2020 winter season (25 October 2020).
As of April 2021, the Board of Directors approved the extraordinary incentive for the recovery of operations during the summer of 2021. This measure incentivises transactions that exceed the 30% threshold in the months of April, May and June, and the 45% threshold in the months of July, August, September and October, in reference to the transactions made by the airline companies in the same months of the 2019 season. Companies will be entitled to reimbursement of the average monthly landing rate for operations that exceed these thresholds, for the percentage of recovery of each airline.
For the winter season of 2021, the Board of Directors approved the extraordinary incentive of recovery of operations applicable between November 2021 and March 2022, in which the average monthly landing rate of operations exceeding the threshold of 75% is reimbursed, in reference to the operations carried out in the same months of the 2019 season, by the recovery percentage corresponding to each airline.
The overall effect of all the traffic incentives amounted to a provision of €59,037 thousand during the 2021 fiscal year (a net amount originating from the reversal of €1,768 thousand of provisions from previous years) compared with €11,909 thousand corresponding to the same period in 2020 (a net amount originating from the reversal of €9,777 thousand of provisions from previous years). The above figures reflect the adjustment made in the 2021 and 2020 fiscal years of the provision for growth incentives because, as a result of the drastic decrease in passenger traffic, many airlines have stopped meeting the necessary requirements to accrue them.
The applications received amounted to €58,284 thousand against this provision during the period (2020: €39,177 thousand).
As of 31 December 2021, the sum of the amount provisioned for all these items amounted to a balance of €7,682 thousand (31 December 2020: €6,929 thousand).
(Amounts in thousands of euros unless otherwise stated)
The composition of the debit and credit balances with Public Administrations is as follows:
| Income tax receivable Thousands of euros |
||||
|---|---|---|---|---|
| 2021 2020 |
||||
| Current | Non-current | Current | Non-current | |
| Deferred tax assets (Note 22.3) | 150,169 | - | 116,091 | |
| Current tax assets (Note 22.2) | - | - | 8,931 | - |
| VAT receivable | 32,425 | - | 69,197 | - |
| Canary Islands General Indirect Tax (IGIC [Impuesto General Indirecto Canario]) receivable |
4 | - | 1,589 | - |
| Income tax receivable for grants awarded (Note 7f) | 961 | - | 1,153 | - |
| 33,390 | 150,169 | 80,870 | 116,091 |
The section 'Income tax receivable for grants awarded' contained, as of 31 December 2021, an amount of €961 thousand related to a grant for the construction of a wastewater treatment plant at a network airport. At the end of the 2020 fiscal year, there was a debit balance of €1,153 thousand related to this grant. During the 2021 fiscal year, the Company collected €192 thousand from this grant (see Note 19d). During the 2020 fiscal year, the Company collected €192 thousand from this grant.
| Income tax payable | Thousands of euros | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current | Non-current | Current | Non-current | |
| Deferred tax liabilities (Note 22.3) | - | 111,722 | - | 120,532 |
| Personal income tax (IRPF [Impuesto sobre la renta de las personas físicas]) payable |
7,773 | - | 6,934 | - |
| Social Security payable | 13,106 | - | 15,556 | - |
| Other taxes payable | 1 | - | 6 | - |
| VAT payable | 123 | - | - | - |
| 21,003 | 111,722 | 22,496 | 120,532 |
(Amounts in thousands of euros unless otherwise stated)
The reconciliation between profit/(loss) and the taxable Corporate Tax base in the 2021 fiscal year is as follows:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Profit and loss account | Revenue and expenses allocated directly to equity |
|||||
| Balance of revenue and expenses for the fiscal year |
(19,972) | |||||
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Corporate Tax | - | (50,884) | (50,884) | |||
| Profit/(loss) before tax | (70,856) | |||||
| Permanent differences | 1,557 | (6,894) | (5,337) | |||
| Temporary differences: | ||||||
| - Amortisation | 42,574 | (68,970) | (26,396) | - | - | - |
| - Impairment losses | 10,237 | (1,323) | 8,914 | - | - | - |
| - Pension plans | 2,395 | (3,124) | (729) | - | - | - |
| - Provisions | (109) | (109) | - | - | - | |
| - Provision for impairment of fixed assets | 15 | (24) | (9) | - | - | - |
| - Hedging derivatives | - | - | - | 28,830 | (83,751) | (54,921) |
| - Grants, donations and legacies received | - | - | - | 284 | (35,525) | (35,241) |
| - Others | - | - | - | 6 | - | 6 |
| 55,221 | (73,550) | (18,329) | 29,120 | (119,276) | (90,156) | |
| Offsetting of negative tax bases | ||||||
| Tax base (taxable income) | (94,522) | |||||
| Total tax liability | - | (22,539) | ||||
| Deductions | - | |||||
| Tax liability | - | |||||
| Withholdings and payments on account | - | |||||
| Tax liability receivable | - | |||||
Annual Report for the fiscal year ended 31 December 2021
(Amounts in thousands of euros unless otherwise stated)
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Profit and loss account | 2020 | Revenue and expenses allocated directly to equity |
||||
| Balance of revenue and expenses for the fiscal year |
(5,290) | |||||
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Corporate Tax | - | (6,718) | (6,718) | |||
| Profit/(loss) before tax | - | - | (12,008) | |||
| Permanent differences | 19,251 | - | 19,251 | |||
| Temporary differences: | ||||||
| - Amortisation | 42,950 | (68,680) | (25,730) | - | - | - |
| - Impairment losses | 11,692 | (8,384) | 3,308 | - | - | - |
| - Pension plans | 4,362 | (3,455) | 907 | - | - | - |
| - Provisions | 336 | (127) | 209 | - | - | - |
| - Provision for impairment of fixed assets | 735 | - | 735 | - | - | - |
| - Hedging derivatives | - | - | - | 31,859 | (34,560) | (2,701) |
| - Grants, donations and legacies received - Others |
- - |
- - |
- - |
31 - |
(36,746) (50) |
(36,715) (50) |
| 60,075 | (80,646) | (20,571) | ||||
| Offsetting of negative tax bases | - | |||||
| Tax base (taxable income) | (13,328) | (39,466) | ||||
| Total tax liability | - | (9,867) | ||||
| Deductions | - | |||||
| Tax liability | - | |||||
| Withholdings and payments on account | (8,931) | |||||
| Tax liability receivable | (8,931) |
Under the consolidated Corporate Tax return regime, there are no dues to be collected or contributions to be paid to the Treasury (2020: €8,931 thousand).
The main permanent differences of the fiscal year 2021 correspond to non-deductible expenses and to the reversal of part of the impairment provided for in the last fiscal year related to the investment in its subsidiary SCAIRM, while there were also provisions due to impairment in 2020 of the financial investment in its subsidiary SCAIRM. In terms of the main temporary differences for the fiscal year 2021, similar to those for 2020, these correspond to the impairment or impairment reversal of the fixed assets of said Company SCAIRM, the difference between the fiscal and accounting amortisation, the endowment to the provision of insolvencies, and provisions of risks and staff costs.
The general Corporate Tax rate for the 2021 fiscal year is 25%, the same as in 2020.
The Income tax heading of the attached profit and loss account consists of:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current tax | - | - | |
| Deferred tax | 4,582 | 5,142 | |
| Credits to offset losses during the fiscal year | (23,631) | (3,332) | |
| Tax deductions recorded (Note 22.3) | (30,652) | (7,329) | |
| Others | (1,183) | (1,199) | |
| (50,884) | (6,718) |
The 'Others' item corresponds mainly to the regularisation between the estimate made at the close of the fiscal year and the presentation of corporate tax in the following year.
(Amounts in thousands of euros unless otherwise stated)
The breakdown by company of the credits and debits between group companies as a result of the tax effect generated by the consolidated taxation regime is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current | Non-current | Current | Non-current | |
| Aena Desarrollo Internacional S.M.E., S.A. | - | 2,638 | - | 1,595 |
| Aena Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia S.M.E. |
- | 470 | - | 1,866 |
| - | 3,108 | - | 3,461 |
The breakdown of deferred taxes as of 31 December 2021 and 2020 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Deferred tax assets: | ||||
| - Temporary differences (Note 22.1) | 150,169 | 116,091 | ||
| 150,169 | 116,091 | |||
| Deferred tax liabilities: | ||||
| - Temporary differences (Note 22.1) | (111,722) | (120,532) | ||
| (111,722) | (120,532) | |||
| Deferred taxes | 38,447 | (4,441) |
The breakdown of deferred tax assets and liabilities whose term of realisation or reversal is greater than 12 months is as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Deferred tax assets: | |||
| - Temporary differences | 72,962 | 77,024 | |
| 72,962 | 77,024 | ||
| Deferred tax liabilities: | |||
| - Temporary differences | (103,492) | (111,854) | |
| (103,492) | (111,854) | ||
| (30,530) | (34,830) | ||
The movement in deferred tax assets and liabilities during the 2021 and 2020 fiscal years has been as follows:
| Deferred tax assets | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortisation (*) |
Impairment losses |
Pension plans |
Impairment of fixed assets |
Responsibility provisions |
Hedging derivatives |
Increased value of stakes |
Credits due to Negative Taxable Base |
Deductions pending application |
Others | Total | |
| Opening balance | 53,608 | 9,161 | 2,343 | 195 | 5,045 | 32,120 | (920) | 6,463 | 8,018 | 58 | 116,091 |
| Charge (credit) to profit and loss account |
(6,599) | 2,229 | (182) | (2) | (27) | - | - | 21,948 | 32,217 | - | 49,584 |
| Charge (credit) to equity | - | - | 1 | - | - | (13,731) | - | - | - | - | (13,730) |
| Tax consolidated group companies Use of credits in fiscal years |
- | - | - | - | - | - | - | - | - | - | - |
| Others (**) | (39) | (602) | (1,127) | (8) | - | - | - | - | - | - | (1,776) |
| Balance at 31 December 2021 |
46,970 | 10,788 | 1,035 | 185 | 5,018 | 18,389 | (920) | 28,411 | 40,235 | 58 | 150,169 |
(Amounts in thousands of euros unless otherwise stated)
| Deferred tax assets | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Credits | Deductions | ||||||||||
| due to | pending | ||||||||||
| Impairment | Increased | Negative | application | ||||||||
| Amortisation | Impairment | Pension | of fixed | Responsibility | Hedging | value of | Taxable | ||||
| (*) | losses | plans | assets | provisions | derivatives | stakes | Base | Others | Total | ||
| Opening balance | 59,634 | 6,634 | 2,103 | 11 | 4,999 | 31,445 | (920) | - | - | 69 | 103,975 |
| Charge (credit) to profit and | |||||||||||
| loss account | (6,433) | 827 | 227 | 184 | 53 | - | - | 3,332 | 7,329 | - | 5,519 |
| Charge (credit) to equity | - | - | 13 | - | - | 675 | - | - | - | - | 688 |
| Tax consolidated group | |||||||||||
| companies | - | - | - | - | - | - | - | 3,131 | 689 | - | 3,820 |
| Use of credits in fiscal years | |||||||||||
| Others (**) | 407 | 1,700 | - | - | (7) | - | - | - | - | (11) | 2,089 |
| Balance at 31 December 2020 | 53,608 | 9,161 | 2,343 | 195 | 5,045 | 32,120 | (920) | 6,463 | 8,018 | 58 | 116,091 |
(*) The section 'Amortisation' includes €11,671 thousand (2020: €11,671 thousand) of the outstanding balance of the credit initially recognised for the amount of €21,944 thousand, once the €0 used during 2021 (2020: €0) had been considered (see deductions table).
(**) The section 'Others' mainly includes the effects of differences in the corporate tax expense accounted for at the close of each fiscal year, and the expense recorded with the definitive tax return to the AEAT.
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Increased | ||||||
| Grants | value of stakes | Total | ||||
| Deferred tax liabilities | ||||||
| Opening balance | (115,155) | (5,377) | (120,532) | |||
| Charge (credit) to equity | 8,810 | - | 8,810 | |||
| Balance at 31 December 2021 | (106,345) | (5,377) | (111,722) | |||
| Deferred tax liabilities | ||||||
| Opening balance | (124,333) | (5,377) | (129,710) | |||
| Charge (credit) to equity | 9,178 | - | 9,178 | |||
| Balance at 31 December 2020 | (115,155) | (5,377) | ||||
Aena S.M.E., S.A. is subject to a consolidated tax return in Spain. The tax group as of 31 December 2021 is made up of three companies. Aena S.M.E., S.A. as the parent company and Aena Internacional S.M.E., S.A. and Sociedad Concesionaria del Aeropuerto Internacional de Murcia S.M.E., S.A. as subsidiaries.
The tax consolidation regime applies indefinitely to the extent that the requirements demanded for that purpose by the regulations that govern it continue to be met, or the application thereof is not expressly waived.
As established by current legislation, taxes may not be considered to be definitively settled until the relevant returns have been inspected by the tax authorities or until four years have elapsed since filing. In this regard, the companies comprising the Aena Tax Group have the fiscal year 2017 and subsequent years open for the tax inspection; in the case of Sociedad Concesionaria del Aeropuerto Internacional de Murcia S.M.E., S.A., the first fiscal year open for tax inspection is 2018, the year of its incorporation into the group. However, at the end of the fiscal year 2021, no Group company has any tax inspection procedure open.
The directors of Aena consider that the tax settlements have been properly carried out and, therefore, even if discrepancies were to arise in the interpretation of current legislation as a result of the tax treatment given to the transactions, any resulting liabilities, if any, would not have a material effect on the accompanying consolidated annual accounts.
(Amounts in thousands of euros unless otherwise stated)
In the 2021 and 2020 fiscal years, the following deductions have been applied in the Corporate Tax settlement:
| Tax deductions for the 2021 fiscal year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year generated (1) |
Amount pending at 31/12/2020 |
Amount Recognised in 2021 |
Amount applied |
Amount pending at 31/12/2021 |
Year matured (2) |
|||
| Deductions in the Canary Islands for investments in fixed assets (2) |
2020 2021 |
7,191 | -156 28,877 |
7,035 28,877 |
2035 2036 |
|||
| Deduction for investments in R&D&I (2) | 2020 2021 |
135 | 277 1,745 |
412 1,745 |
2038 2039 |
|||
| Deduction for donations (2) | 2020 2021 |
3 | 967 29 |
970 29 |
2030 2031 |
|||
| Deduction for double international taxation | 2020 2021 |
689 | 478 | 689 478 |
||||
| Subtotal 30% deduction in amortisation (3) |
8,018 2,335 |
32,217 2,333 |
40,236 4,668 |
|||||
| 10,353 | 34,550 | 44,904 |
| Tax deductions for the 2020 fiscal year | ||||||
|---|---|---|---|---|---|---|
| Year generated (1) |
Amount pending at 31/12/2019 |
Amount Recognised in 2020 |
Amount applied |
Amount pending at 31/12/2020 |
Year matured (2) |
|
| Deductions in the Canary Islands for investments in fixed assets (2) |
2020 | - | 7,191 | - | 7,191 | 2035 |
| Deduction for investments in R&D&I (2) |
2020 | - | 135 | - | 135 | 2038 |
| Deduction for donations (2) | 2020 | - | 3 | - | 3 | 2030 |
| Subtotal | - | 7,329 | - | 7,329 | ||
| 30% deduction in amortisation (3) |
2020 | - | 2,335 | - | 2,335 | |
| Total | - | 9,664 | - | 9,664 |
(1) The year of generation responds to the period in which the assets or personnel who qualified for the generation thereof were associated with the branch of airport activity.
(2) Deduction in the Canary Islands for investments in fixed assets: RD Law 15/2014, Fourth Transitional Provision, establishes a period of use of 15 years; Deduction for R&D&I in art. 39 of Act 27/2014, on Corporate Tax, establishes a period of use of 18 years. Deduction for donations: Act 49/2002, on the tax system of non-profit entities and tax incentives for sponsorship, establishes in its article 20 that the amounts corresponding to the non-deducted tax period may be applied in the settlements of tax periods ending in the immediate and successive 10 years.
(3) Deduction with recoverability of 30% in amortisation adjustment: Corporate Tax Act: Transitional Provision Thirty-Seven does not establish a limit on its use. The €2,335 thousand of this deduction, recognised and applied to taxation in 2019, does not reduce the expense for tax in that period given that it was recognised in 2015. They include €2,000 corresponding to ADI, as Aena S.M.E., S.A. is the head of the tax group.
The Company's activity is carried out geographically within Spain, having obtained the following revenue in the 2021 and 2020 fiscal years:
(Amounts in thousands of euros unless otherwise stated)
| Thousands of euros | ||
|---|---|---|
| 2021 | 2020 | |
| Airport services | 1,283,395 | 935,760 |
| Aeronautics - Airport Charges | 1,232,864 | 899,269 |
| Landing/Air Transit Service/Meteorological Service | 340,294 | 263,139 |
| Parking facilities | 61,152 | 70,504 |
| Passengers | 512,052 | 349,985 |
| Boarding airbridges | 59,247 | 45,199 |
| Security | 179,346 | 115,030 |
| Handling charges | 59,715 | 40,555 |
| Fuel | 15,842 | 11,360 |
| Catering | 5,216 | 3,497 |
| Other airport services (1) | 50,531 | 36,491 |
| Commercial services | 781,526 | 1,030,180 |
| Leases | 28,067 | 33,699 |
| Shops | (5,155) | 104,340 |
| Duty-Free Shops | 255,674 | 382,888 |
| Food and beverages | 175,962 | 224,894 |
| Car rental | 106,103 | 100,493 |
| Car parks | 76,036 | 50,684 |
| Advertising | 21,777 | 20,975 |
| VIP services (2) | 29,744 | 20,570 |
| Other commercial revenue (3) | 93,318 | 91,637 |
| Real estate services | 70,052 | 76,243 |
| Leases | 14,732 | 15,122 |
| Land | 19,590 | 24,882 |
| Warehouses and hangars | 7,644 | 8,742 |
| Cargo logistics centres | 18,654 | 19,912 |
| Real Estate Operations | 9,432 | 7,585 |
| Total Net Turnover | 2,134,973 | 2,042,183 |
(1) Includes Counters, 400 Hz usage, Fire Service, Left Luggage and Other Revenue.
(2) Includes VIP lounge rental, VIP packages, other lounges, fast-track and fast-lane.
(3) Includes commercial operations (banking services, vending machines, telecommunications, baggage laminating machines, etc.), commercial supplies, use of lounges, and filming and recordings.
As a result of the pandemic, during 2020 there has been a drastic reduction in air traffic and practically a total stoppage of the commercial business in the airport network, which has resulted in an unprecedented fall in the Company's turnover compared to the previous year. In the fiscal year 2021, there has been a certain recovery of air traffic, which is reflected in an increase in revenue from airport services of 37.15%.
During fiscal year 2021, there has been a very significant drop in the Company's commercial revenues with respect to fiscal year 2020, as a consequence of the exceptional situation derived from the COVID19 pandemic, which has resulted in many commercial premises lease agreements not being renewed (especially, stores). Commercial revenues for 2021 have also been impacted by the contractual modifications carried out to adapt the commercial lease contracts, terminated and in force, to the new supervening circumstances, as well as the reductions in MAG resulting from the entry into force of DF7 (Note 5.a).
During the fiscal year 2021, variable payments have been recorded within operating lease income for the amount of €601 million (2020: €427 million).
(Amounts in thousands of euros unless otherwise stated)
The breakdown of the section 'Subcontracted work and other supplies' for the 2021 and 2020 fiscal years is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Purchases of other supplies | (1,102) | (930) | ||
| Works performed by other companies | (156,901) | (152,900) | ||
| Total | (158,003) | (153,830) |
The works performed by other companies corresponds mainly to communications, navigation and surveillance (CNS), air traffic management (ATM) and aeronautical information services (AIS) provided by ENAIRE under the agreements signed with this entity (Note 12), which amount to €119,219 thousand (2020: €113,075 thousand). This heading also includes the expenses derived from the agreement signed with the Spanish Meteorological Agency (AEMET) for the provision of meteorological services to the airport network managed by Aena (Note 12) for the amount of €11,664 thousand (2020: €10,846 thousand), and the services provided by the Ministry of Defence derived from the agreement signed with it (Note 4.u), amounting to €5,082 thousand (2020: €6,241 thousand).
The staff costs in the 2021 and 2020 fiscal years are broken down as follows:
| Thousands of euros | ||
|---|---|---|
| 2021 | 2020 | |
| Wages, and salaries and compensation | 296,008 | 295,454 |
| Social Security paid by the company and other social expenses | 118,266 | 117,340 |
| Contributions to work commitments | 1,965 | 2,444 |
| Provision surplus for compensation and other benefits | (6,301) | (3,146) |
| Others | 400 | 707 |
| Total | 410,338 | 412,799 |
The staff costs in 2021 are similar to those of 2020, and are mainly the result of the provision for the salary review for the year 2021 provided for in Act 11/2020, of 30 December, of General State Budgets for 2021, which sets an increase of 0.9%, and its impact on social security (2020: increase of 2% and of 0.3% of additional funds that will be allocated to the pension plan), and in the opposite direction, of the increase in the surplus of the provision for remunerations and the decrease in the contribution to employment commitments.
The breakdown of this heading in the 2021 and 2020 fiscal years is as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Leases and royalties | 4,839 | 4,846 | |
| Repairs and maintenance | 213,454 | 189,763 | |
| Independent professional services | 41,558 | 37,615 | |
| Insurance premiums | 12,634 | 12,111 | |
| Bank services | 930 | 1,744 | |
| Advertising and public relations | 1,540 | 1,622 | |
| Utilities | 131,673 | 59,356 | |
| Security and surveillance services | 128,438 | 106,280 | |
| Other services | 99,655 | 81,814 | |
| Total | 634,721 | 495,151 |
The 'Repairs and maintenance' section mainly includes repairs of airport infrastructures, maintenance of the SATE system (automatic baggage handling system) and cleaning of the buildings and passenger terminals. Utilities relate mainly to lighting, water and telephone costs. 'Other services' relate mainly to car park management services, the cost of services to assist passengers with reduced mobility and public information services.
(Amounts in thousands of euros unless otherwise stated)
The increase in spending is mainly motivated by the significant increase in the price of electricity in the Spanish airport network, included in the supply item that in 2021 amounted to €121.5 million compared to the €50.8 million euros recorded in 2020.
In addition, operating expenses have been increased by the increase in fixed structural costs resulting from the opening of terminals at airports as a result of the gradual increase in traffic during the fiscal year 2021. In fiscal year 2020, there was an extraordinary reduction in airport activity as a result of the effects of the pandemic and a cost-saving plan was implemented in order to protect the Company's financial situation.
The balance in Taxes primarily corresponds to the amounts paid in local taxes, mainly property tax (IBI) and Economic Activity Tax (IAE).
The financial results obtained in the 2021 and 2020 fiscal years have been the following:
| Thousands of euros | ||
|---|---|---|
| 2021 | 2020 | |
| Finance income | 9,666 | 5,335 |
| From marketable securities and other financial instruments | ||
| - From group and associated companies (Note 12) | 7,914 | 3,762 |
| - From interest on expropriations (Note 21) | 282 | - |
| - From third parties | 494 | 947 |
| Activation of finance expenses (Notes 6 and 7) | 976 | 626 |
| Finance expenses | (79,260) | (94,903) |
| - For debts with group and associated companies (Note 12) | (31,083) | (37,976) |
| - For debts with third parties | (16,671) | (24,989) |
| - Derivatives (Notes 15 and 19 c) | (31,491) | (31,859) |
| - From interest on expropriations (Note 21) | - | (30) |
| - For the updating of provisions | (15) | (49) |
| Exchange differences | (12) | (1) |
| Impairment and net gain or loss on disposals of financial instruments | 6,806 | (16,150) |
| Impairment of stakes in Group companies (Note 11) | 6,806 | (16,192) |
| Gains or losses on disposals and others (Note 11) | - | 42 |
| FINANCIAL RESULTS | (62,800) | (105,719) |
In this chapter, the main variations in the fiscal year 2021 compared to 2020 are the following:
Of the total amount of €9,427 thousand (2020: €10,465 thousand) included in the 'Provision surpluses' section of the 2021 profit and loss account, €3,693 thousand correspond to favourable resolutions in settlements of local taxes that were in dispute (2020: €1,093 thousand), €5,734 thousand corresponds to provision surpluses for liabilities of different natures (commercial contracts, court rulings that modify the amount of the dispute, etc.) (2020: €9,372 thousand). (In 2020, there was a surplus of €50 in environmental performance provisions).
(Amounts in thousands of euros unless otherwise stated)
The number of Aena S.M.E., S.A. employees, at the end of the 2021 and 2020 fiscal years, by category and gender, was as follows:
| 31 December 2021 | 31 December 2020 | |||||
|---|---|---|---|---|---|---|
| Job category | Men | Women | Total | Men | Women | Total |
| Senior Management | 6 | 5 | 11 | 6 | 5 | 11 |
| Executives and graduates | 1,060 | 871 | 1,931 | 1,016 | 833 | 1,849 |
| Coordinators | 837 | 367 | 1,204 | 840 | 326 | 1,166 |
| Technicians | 2,825 | 1,383 | 4,208 | 2,846 | 1,395 | 4,241 |
| Support staff | 204 | 229 | 433 | 201 | 222 | 423 |
| Total | 4,932 | 2,855 | 7,787 | 4,909 | 2,781 | 7,690 |
The above figures include 640 temporary employees, at the end of the 2021 fiscal year (2020: 494).
The average number of Aena S.M.E., S.A. employees, during the 2021 and 2020 fiscal years, by category and gender, was as follows:
| Year 2021 | Year 2020 | |||||
|---|---|---|---|---|---|---|
| Job category | Men | Women | Total | Men | Women | Total |
| Senior Management | 6 | 5 | 11 | 6 | 5 | 11 |
| Executives and graduates | 1,037 | 853 | 1,890 | 1,014 | 831 | 1,845 |
| Coordinators | 838 | 330 | 1,168 | 838 | 326 | 1,164 |
| Technicians | 2,824 | 1,383 | 4,207 | 2,880 | 1,433 | 4,313 |
| Support staff | 200 | 225 | 425 | 210 | 236 | 446 |
| Total | 4,905 | 2,796 | 7,701 | 4,948 | 2,831 | 7,779 |
The above figures include, on average, 526 temporary employees (2020: 577).
As of 31 December 2021, Aena S.M.E., S.A. had 108 employees with disabilities (2020: 108).
Remuneration received during the 2021 and 2020 fiscal years by Directors and Senior Management of the Company, classified by type, was as follows (in thousands of euros):
| Year 2021 | Year 2020 | |||||
|---|---|---|---|---|---|---|
| Type | Senior Management |
Board of Directors |
Total | Senior Management |
Board of Directors |
Total |
| Salaries | 1,469 | - | 1,469 | 1,412 | - | 1,412 |
| Allowances | 11 | 120 | 131 | 8 | 119 | 127 |
| Pension plans | 10 | - | 10 | 7 | - | 7 |
| Insurance premiums | 7 | - | 7 | 7 | - | 7 |
| Total | 1,497 | 120 | 1,617 | 1,434 | 119 | 1,553 |
The Board of Directors of Aena S.M.E., S.A. was made up of 15 members (10 men and 5 women) at 31 December 2021 (2020: 10 men and 5 women).
The compensation received during 2021 fiscal year corresponds to the compensation received by Aena S.M.E., S.A. for 10 senior management positions and by the Chairman-CEO. In addition, the Directors and Senior Management have not been granted advances or credits, nor have obligations been assumed on their behalf as collateral, nor have civil liability insurance premiums been paid for damages caused by acts or omissions in exercising the position. Likewise, the Company has no obligations concerning pensions and life insurance with respect to former or current Directors or Senior Management.
(Amounts in thousands of euros unless otherwise stated)
During fiscal years 2021 and 2020, the Directors did not carry out transactions with the Group nor with Group companies outside of the ordinary course of business or under conditions other than market conditions.
During the 2021 and 2020 fiscal years, the members of the Board of Directors had not held any ownership interests in the share capital of Companies that directly engage in activities that are identical, similar or complementary in nature to the corporate purpose of the Company. In addition, no activities that are the same, similar or complementary to the activities constituting the Company's corporate purpose have been carried out or are currently being carried out.
As of 31 December 2021 and 2020, there are no members of the Board of Directors that hold directorship or executive positions at other Group companies, with the following exceptions:
None of the persons associated with the members of the Board of Directors hold any stake whatsoever in the share capital of Companies, and hold no position and fulfil no duties within any Company with the same, similar or supplementary corporate purpose as the Company.
In order to avoid situations of conflict with the interests of the Company, during the fiscal year, directors who have held positions on the Board of Directors have complied with the obligations set out in article 228 of the Consolidated Text of the Corporate Enterprises Act. Similarly, they and those related to them, have refrained from engaging in any conflict of interest situations mentioned in article 229 of that Act, except where the relevant authorisation has been granted.
The company that audits the annual accounts, KPMG Auditores, S.L., has charged professional fees and expenses during the fiscal years ended on 31 December 2021 and 31 December 2020, according to the following details:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Audit services | 232 | 211 | |
| Other verification services | 77 | 66 | |
| Other services | 27 | 35 | |
| Total | 336 | 312 |
Other verification services and other services correspond to assurance services on regulatory compliance, and services of procedures agreed on financial information provided by KPMG Auditores, S.L. to Aena during the fiscal years ended 31 December 2021 and 31 December 2020. No tax services have been performed during the fiscal years ended 31 December 2021 and 31 December 2020.
The amounts included in the above table include all the fees for services rendered during the fiscal years 2021 and 2020, regardless of when they were invoiced.
(Amounts in thousands of euros unless otherwise stated)
The bank guarantees provided to various Institutions as of 31 December 2021 amounted to €18,946 thousand (31 December 2020: €19,928 thousand).
Most of these guarantees were presented as a requirement of state public authorities or Autonomous Communities at the time the administrative request for the installation of Photovoltaic Solar Plants (PVSP) in several network airports was submitted. The sureties guarantee Aena's obligations for access to the electrical power grid.
The Company's directors do not expect them to generate significant liabilities.
The Company's management, faithful to its commitment to preserve the environment and to the quality of life around it, has been making investments in this area, which allow it to minimise the environmental impact of its actions, and protect and improve the environment.
As of 31 December 2021, property, plant and equipment included environmental investments totalling €594.9 million, with accumulated depreciation of €289.7 million (2020: investments of €553.6 million and depreciation of €275.9 million).
Investments of an environmental nature made during the 2021 fiscal year, which include the items incorporated into the company's equity in order to be used for the duration of their activity, whose main purpose is to minimise the environmental impact, and protect and improve the environment, including control, prevention, reduction or elimination of future pollution from the entity's operations, have risen to €59,467 thousand (2020: €10,977 thousand), according to the following breakdown:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Tenerife Sur Airport |
23,203 | 193 | |
| César Manrique Lanzarote Airport |
11,887 | 879 | |
| Adolfo Suárez Madrid-Barajas Airport |
8,322 | 3,732 | |
| Alicante-Elche Airport |
3,732 | 1,671 | |
| Tenerife Norte Ciudad de La Laguna Airport |
2,914 | 451 | |
| Bilbao Airport | 2,618 | 311 | |
| Valencia Airport | 1,247 | 103 | |
| Vitoria Airport | 940 | - | |
| Palma de Mallorca | 659 | 981 | |
| Ibiza Airport | 648 | 403 | |
| Málaga-Costa del Sol Airport |
630 | 692 | |
| Vigo Airport | 516 | 178 | |
| Gran Canaria Airport |
373 | 68 | |
| Barcelona-El Prat | |||
| Josep Tarradellas | 360 | 557 | |
| Airport | |||
| Sevilla Airport | 354 | 118 | |
| Other airports | 1,064 | 640 | |
| Total | 59,467 | 10,977 |
(Amounts in thousands of euros unless otherwise stated)
The profit and loss accounts of the fiscal years 2021 and 2020 include the following environmental expenses, broken down by category:
| Thousands of euros | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Repairs and maintenance | 10,310 | 6,177 | |
| Independent professional services | 2,605 | 2,170 | |
| Other environmental services | 2,409 | 1,494 | |
| Total | 15,324 | 9,841 |
The environmental provisions and contingencies are outlined in Note 21. The environmental assessment legislation (currently Act 21/2013) requires that certain Aena S.M.E., S.A. projects are submitted to an environmental impact assessment (particularly runway extensions exceeding 2,100 metres), and are finalised by the formulation of the corresponding environmental impact statements by the Ministry for Environmental Transition. Such statements contain the obligation to develop and execute Sound Insulation Plans (SIP).
As of 31 December 2021, a total of 25,711 houses and buildings have been soundproofed in application of the Sound Insulation Plans (2020: 24,526 houses). This highlights 12,919 houses in the surroundings of the Adolfo Suárez Madrid-Barajas airport (2020: 12,917 houses), 2,998 at Alicante-Elche Airport (2020: 2,993 houses), 2.758 houses at Valencia Airport (2020: 1,967 houses), 1,580 at Bilbao Airport (2020: 1,572), 1.093 at Tenerife Norte-Ciudad de La Laguna Airport (2020: 977 houses), 1,031 at Palma de Mallorca Airport (2020: 925 houses) and 814 at Málaga-Costa del Sol Airport (2020: 811 houses).
Likewise, in accordance with the resolutions of the Ministry for Environmental Transition for which environmental impact statements are formulated for the Company's airports, the preventative, corrective and compensatory measures cited in the preventative environmental impact studies and in the aforementioned Environmental Impact Statements are being carried out, thus fulfilling a series of conditions primarily with the protection of the hydrological and hydrogeological system; soil protection and conservation; air quality protection; acoustic protection; protection of the flora, fauna and natural habitats; protection of the cultural heritage, service restoration and livestock trails, location of cliffs, loan zones, landfills and auxiliary facilities.
Until January 2021, Aena had eight airports affected by the regulations of the Business with Rights of Emissions Regulation, which were the following: Barcelona-El Prat Josep Tarradellas Airport, Palma de Mallorca Airport, Alicante-Elche Airport, Valencia Airport, Málaga-Costa del Sol Airport, Fuerteventura Airport, Gran Canaria Airport and Tenerife Sur Airport. As of 01/01/2021, the exclusion of the Regime for the airports of Alicante-Elche Airport, Valencia Airport, Málaga-Costa del Sol Airport, Fuerteventura Airport, Gran Canaria Airport and Tenerife Sur Airport entered into force, for complying with the conditions of the law to obtain it. Therefore, these airports are only required to prepare the Annual Emissions Report and submit it for verification, to demonstrate to the competent bodies that they continue to be low emissions facilities, and that, therefore, they continue to comply with the requirements of the exclusion granted. Therefore, in 2021 (with assignment, purchase and delivery of rights in 2022) there are only two airports in the network under the Business with Rights of Emissions Regime: Barcelona-El Prat Josep Tarradellas Airport and Palma de Mallorca Airport. And in the same way as in previous years, before 31 March 2022, the assignment of rights corresponding to fiscal year 2021 will be received. Some of the exclusion resolutions granted include an annual commitment to reduce emissions for the next five years, wherefore airports that exceed the maximum annual emissions set in such commitments must deliver the excess emissions in the form of emission rights/EUA. Specifically, the airports that have the reduction commitment included in their exclusion resolution are: Tenerife Sur Airport, Fuerteventura Airport, Gran Canaria Airport and Valencia Airport, and the first two have exceeded the maximum emissions that the competent bodies had set for fiscal year 2021: Tenerife Sur Airport by 10 TCO2 and Fuerteventura Airport by 1 TCO2, therefore the purchase of emission rights for 2022 will cover the purchase of the rights need in these four centres (Barcelona-El Prat Josep Tarradellas Airport, Palma de Mallorca Airport, Fuerteventura Airport and Tenerife Sur Airport)
As regards the types of rights assigned, all airports are assigned rights to issue the US type that must be acquired in the auction market. In addition, the Barcelona-El Prat Josep Tarradellas Airport was granted the free assignment, so that in 2021 it received 2,408 free rights (2020: 1,289 free rights).
At the end of the 2021 fiscal year, inventories (Note 17) are recorded for the amount of €205 thousand corresponding to 3,998 greenhouse gas emission rights, acquired or received free of charge by Aena for consumption. Likewise, a provision of 4,441 rights has been provided, valued at €444 thousand, which corresponds to the best estimate of the rights consumed during 2021, and which amount to 8,439 rights. For this, it is estimated that the verified emission values of 2021 (to be verified in February 2022) are an average among the emission data in those airports of what was issued in 2019 and 2020, which
(Amounts in thousands of euros unless otherwise stated)
would mean a total of 8,439.05 Tonnes of CO2. In addition, the currently available balance is discounted in the accounts of both centres and, finally, the price of the one tonne of CO2 is estimated at the time of purchase (before 30 April 2022) at €100 per tonne of CO2. For the estimation of the price per tonne, it has been taken into account that the prices fluctuate and in addition to being a speculative market, it depends on factors such as the price of gas or electricity, the macroeconomic situation of the main issuing countries or the reduction policies, among other factors. Thus, its estimation is very complex, but the upward trend is very marked and consequently at 03/01/2022 the price is €83.55 per tonne.
The various European and national initiatives make it essential to build the recovery of the air transportation sector, due to the COVID-19 pandemic, taking into account the pillar of environmental sustainability. This area of sustainability is therefore a strategic axis in the DORA 2022–2026. In this regard, this document sets the conditions for the sustainable development of the Aena airport network by establishing environmental standards that are articulated through six indicators. Through these indicators, specific aspects of the environmental performance of the network's airports can be quantified. The six indicators that define environmental standards are identified below:
| Indicator | Target level | Aena airports where it applies |
||||||
|---|---|---|---|---|---|---|---|---|
| Absolute C02 emissions |
2022 | 2023 | 2024 | 2025 | 2026 | |||
| MAMB-01 | -60% | -61% | -62% | -72% | -82% | |||
| Compared to 2019 | ||||||||
| 2022 | 2023 | 2024 | 2025 | 2026 | ||||
| MAMB-02 | Energy efficiency | n.a. 15 | n.a. 15 | 0.0% | -1.6% | -2.3% | ||
| Compared to 2019 | Aena airport network | |||||||
| MAMB-03 | Carbon neutrality | 2022 | 2023 | 2024 | 2025 | 2026 | ||
| -60% | -69% | -70% | -80% | -100% | ||||
| Compared to 2019 | ||||||||
| MAMB-04 | Water consumption | 2022 | 2023 | 2024 | 2025 | 2026 | ||
| 99% | 98% | 97% | 96% | 95% | ||||
| Compared to 2021 | ||||||||
| Average deviation | ||||||||
| (Ld y Le) < 1dB and the deviation (Ln) < 1dB | Airports with noise | |||||||
| MAMB-05 | Noise levels | Maximum deviation value | monitoring system and glide | |||||
| (Ld y Le) < 1dB and the deviation (Ln) < 2dB | paths | |||||||
| 2022 | 2023 | 2024 | 2025 | 2026 | ||||
| MAMB-06 | Recovered non hazardous waste |
101% | 102% | 103% | 104% | 105% | Aena airport network | |
The DORA II establishes relevant investments as those that, without having been considered strategic, are related to air navigation, the endowment of capacity in infrastructure, energy efficiency and savings, the promotion of the use of renewable energies and efforts in terms of innovation.
(Amounts in thousands of euros unless otherwise stated)
Contingent liabilities
At the end of the 2021 and 2020 fiscal years, the Company maintains claims and legal disputes against it, as a natural consequence of the normal course of its business, which the Management considers possible obligations and, therefore, considers with the support of its lawyers that an outflow of resources is not likely to occur.
With regard to the main litigations at 31 December 2021, it is worth noting first the claim filed by CEMUSA, Corporación Europea de Mobiliario Urbano, S.A. (fully owned by JCDECAUX EUROPE HOLDING) in which the amount of €55 million is claimed based on the clause 'rebus sic stantibus', with this claim not being related to COVID-19. This clause is invoked to support the claim of annulment of the contract, alleging that due to the 2008 crisis there was a fundamental change in the circumstances that motivated the contract and that it therefore prevents its compliance. On 5 October 2022, the preliminary hearing took place, and the trial hearing was set for 22 June 2022. The risk is considered remote.
Secondly, and as a consequence of the health crisis caused by COVID-19, legislators have been adopting temporary measures of an extraordinary nature to prevent and contain the virus and mitigate its health, social and economic impact throughout Spain. These included temporary restrictions to free movement and containment measures in areas of education, employment, business, leisure and places of worship.
Faced with these facts and as a consequence thereof, some lessees filed claims based on the legal doctrine of 'clausula rebus sic stantibus' requesting that the Courts consider the need to adopt an injunction in order for Aena to refrain from invoicing the rents agreed in the contracts and, at the same time, suspend their right to execute the guarantees available in the event of any non-payment, among other requests. All the foregoing is put forth with the consequent ordinary claim.
From the start date of the judicial dispute to the end of the fiscal year, 70 lawsuits have been notified and 56 rulings pertaining to injunctive relief have been issued, of which 24 are favourable to Aena, 12 entail partial acknowledgement and 20 are unfavourable to Aena.
Five partial judgements have been issued, all of which are partially estimated, which recognise the economic rebalancing of lease agreements in application of the clause 'rebus sic estantibus', but applying different methods of calculating the MAG under discussion. All judgments have been appealed by Aena.
On 3 October 2021, the Seventh Final Provision of Law 13/2021, of 1 October, which amends Law 16/1987, of 30 July, pertaining to Land Transport Management in matters of infractions related to the lease of vehicles with drivers and to fight delinquency in the field of road transport (hereinafter, DF7). The standard contains a regulation whereby business premise lease or assignment agreements are automatically and retroactively modified in the airports managed by Aena in order to rebalance the current agreements.
DF7 is, therefore, a standard applicable to a large part of the lease agreements that are the subject of the different judicial proceedings that are being processed, since these are intended for that same modification of the agreements in application of the 'rebus sic stantibus' clause. Therefore, DF7 must necessarily be considered by the different judicial bodies when ruling on the aforementioned judicial dispute. However, Aena, after consulting with renowned Law professionals, believes that DF7 is unconstitutional and should therefore not be applied by judges and courts when ruling on the conflict.
As Aena has no standing to file an appeal for unconstitutionality against DF7, it may only assert its unconstitutionality through the corresponding questions of unconstitutionality issued within the framework of the judicial proceedings in which its application has been decisive for the ruling. Raising an issue of unconstitutionality is not a right of the party that raises it, but a power of the judge or court. In this case, raising this issue, given the impact of DF7 on ongoing cases, due to the revenues Aena has failed to receive, would be clearly justified.
As a result of the foregoing and with respect to the litigation in progress, Aena is requesting that the judicial body, prior to issuing a ruling on the matter under discussion, raise a question of unconstitutionality under Art. 35 Organic Law of the Constitutional Court. Up to 31 December 2021, the issue of unconstitutionality has been raised in 26 proceedings.
If the judicial body agrees to the request, it will suspend the ruling on the proceeding and will raise a question of unconstitutionality to the Constitutional Court. Once a question of unconstitutionality has been raised in any of the pending judicial proceedings, it would be reasonable for the rest of the courts and tribunals to raise new issues or for the issues not to be ruled upon until the Constitutional Court has decided on the constitutionality of the law.
Of the five sentences referred to above, the only one issued after the entry into force of DF7 is the Judgment dated 19 November 2021 of the Court of First Instance No. 21 of Palma de Mallorca, referring to the claim filed by CRYSTAL TRAVEL RETAIL. This Judgment already applies DF7 as its understands there is no longer a need to issue a ruling as to whether there
(Amounts in thousands of euros unless otherwise stated)
has been a change of circumstances in the contract that could lead to the demand being accepted in order to rebalance the economic conditions of the contract. Thus, Aena must accommodate its actions to the provisions of said DF7 and the lessee may not claim more measures and modifications to the agreement than those agreed by said regulation.
In any case, it should be noted that any judgments accepting the claims filed by the lessees only entail lower revenue for Aena.
a) Appeals against the CNMC Resolutions of 11 December 2019.
On 7 February 2020, Aena filed two administrative contentious appeals against two CNMC Decisions. Both Decisions are dated 11 December 2019.
1. PO 121/2020: This appeal was filed against the Supervision Resolution of the airport charges applicable by Aena S.M.E., S.A. in fiscal year 2019. The purpose of this Decision is to oversee the transparency and consultation procedure in relation to the updating of airport charges for 2019. Aena's resources are focused on the calculation of the K parameter of the IMAAJ—and, in particular, the determination of the traffic estimate or Qt—and on the competition that has been impugned by the CNMC to determine a different traffic estimate or forecast, and based on its own sources, which appears in the DORA.
On 10 November 2020, Aena filed the claim.
This procedure is currently pending voting and ruling.
2. PO 119/2020: This appeal was filed against the Decision of the accumulated disputes presented by ALA, IATA, ACETA and Norwegian entity against the Resolution of the Board of Directors of Aena S.M.E., S.A. dated 30 July 2019 in which the airport charges for the fiscal year 2019 are set. The purpose of the appeal is similar to that arising from the contesting of the Oversight Decision, that is, contesting the scope of the CNMC's jurisdiction. Aena considers that the Commission, on the occasion of this Decision, is crossing the line by applying different traffic estimates, without prejudice to the result being the same: the modification of the charge update established by Aena.
On 12 January 2021, the Attorney General's Office filed the reply to the claim.
This procedure is currently pending voting and ruling, which has been set for 16 February 2022.
From 31 December to the date the Annual Accounts were prepared, the following relevant events have occurred:
(Amounts in thousands of euros unless otherwise stated)
On 27 January 2022, the TACRC lifted the suspension of the contracting file and that Court has not issued a ruling on the indicated claims. These claims pertaining to contracting matters are not judicial, but rather administrative, and an administrative litigation appeal may be filed against the resolution before the National Court.
• On 17 February 2022, the National Commission on Markets and Competition (CNMC) issued its Resolution on the supervision of Aena's airport charges for 2022. According to the aforementioned Resolution, charges approved by Aena's Board of Directors are applicable, which implies a IMAAJ of €9.95 per passenger and a rate variation of -3.17% compared to 2021 IMAAJ. On 3 February 2022, the CNMC notified Aena of the initiation of a dispute procedure regarding the modification of the 2022 airport charges, requested by IATA Spain and Ryanair, which does not affect their application as of 1 March. The Company considers that the rates approved and supervised by the CNMC will not be modified.
Management Report Aena S.M.E., S.A. 2021
The effects of the situation caused by the spread of the SARS-CoV-2 virus (hereinafter COVID-19) have continued to affect the aviation sector during the year 2021. The aeronautical industry and Aena S.M.E., S.A. airports continue to suffer from the reduction in operations and passenger traffic compared to pre-pandemic levels.
The progress in the vaccination campaigns, the evolution of the epidemiological situation and the relaxation of travel restrictions allowed the behaviour of demand and the flights offered by airlines to improve as of May and during the summer months. The emergence of the Omicron variant has led many countries to resume or intensify restrictions and entry controls since the end of November. These measures continue to impact air mobility and the Spanish airport network has seen a slowdown in the rate of recovery that was taking place in recent months.
The number of passengers in the Spanish airport network reached 119.7 million, which represents a year-on-year increase of 57.8% and a recovery of 43.7% of the 2019 volume.
Despite the improvement experienced in demand and flight offers from airlines, the time and intensity with which traffic recovery will occur continue to depend on the evolution of the epidemiological situation and the flexibility of the restrictions imposed in different countries.
Revenue stands at €2,196.0 million, which represents a year-on-year increase of 4.3% and €90.6 million.
Revenue from aeronautical activity amounted to €1,283.4 million (a year-on-year increase of 37.2%) and commercial revenue stood at €781.5 million (a year-on-year decrease of 24.1%).
In July, activity was restored at all terminals in order to adapt infrastructures to demand and allow for a greater operating capacity. In the commercial field, in the third quarter, stores were able to open their doors to the public again, accompanied with progressive activity, although all business lines are still affected by the reduction of traffic at the network's airports.
Act 13/2021 entered into force on 3 October 2021. In its seventh final provision (hereinafter DF7), this regulation modifies the lease agreements or assignment of business premises for food and beverage or retail trade activities that were in force on 14 March 2020 or previously tendered, under the following terms:
As a result of this regulation, the MAG established in the commercial lease agreements for duty-free, specialty shops, and food and beverage activities formalised between Aena and its commercial operators, accrued from 15 March 2020 to 3 October 2021, have been modified. The total amount of the reduction corresponding to the MAG modifications affected by DF7 amounts to €727 million.
In addition, as a result of the health crisis caused by COVID-19, Aena has agreed to amendments with the operators of car rental, advertising and other commercial activities to reduce the lease payments accrued since the beginning of the pandemic. The reduction of these rents amounts to €68 million.
With respect to the accounting treatment of the affected contracts, the amount of these discounts in rents has been recorded in the statement of financial position in accrual accounts and is applied linearly to profit/loss as reduced commercial revenue during the remaining term of each contract from the effective date of the modification: on 3 October 2021 in the case of MAG affected by the entry into force of DF7 or the effective date of the contractual novation in the case of revenue not affected by said regulation.
The total amount of discounts for MAG modifications and accrued rents amounts to €795 million.
As a result of the accounting criterion applied, the expected impact on the Company's results is as follows:
To date, the estimated total reduction in rent over the life of these contracts is estimated at €1,300 million. This amount is subject to the evolution of traffic.
Operating expenses (supplies, staff costs and other operating expenses) amounted to €1,363.3 million, a year-on-year increase of 11.0% (€135.0 million). This variation reflects the effect of cost reduction measures that have been implemented in 2020 and the adapting of services in 2021 to the activity and operational levels of terminals and airport spaces, as well as the increase in the price of electricity at the network's airports, which has resulted in a year-on-year increase of €70.7 million to this cost.
As a result of the health and operational measures implemented by Aena, the Company incurred €113.6 million in expenses (€52.7 million in 2020), which are recorded under 'Impairment and net gain or loss on disposals of fixed assets' in the Income Statement. The Royal Decree-Law 21/2020, of 9 June, states that under the framework of DORA, Aena will have the right to recover the costs it incurs as a consequence of collaborating with the health authorities and of the remaining operational safety and hygiene measures that must be adopted in response to the COVID-19 pandemic.
Profit before tax reflects a loss of €70.9 million (€12.0 million in 2020).
The fiscal year ended with a negative net result of €20.0 million (€5.3 million in 2020).
With regard to net cash from operating activities, in 2021 €252.2 million was generated, which represents a year-on-year increase of €87.9 million.
In terms of financial position, the ratio of Aena S.M.E., S.A.'s accounted net financial debt to EBITDA has increased to 10.0x (8.1x as of 31 December 2020).
Aena has taken out loans for an outstanding amount at 31 December 2021 totalling €5,258.0 million, which include the obligation to meet the following financial ratios:
These ratios are reviewed every year in June and December, taking into account the data on EBITDA and finance expenses for the last 12 months, and the net financial debt at the end of the period.
As a result of the exceptional situation caused by COVID-19 and its impact on EBITDA, as of 31 December 2021, the maximum ratio of 7.0x Net Financial Debt/EBITDA has not been met. On 23 December 2021, Aena obtained extensions of all temporary exemptions for compliance with financial ratios until 30 June 2023 from all banking institutions.
On 6 October, the agency Fitch Ratings lowered the long-term credit rating of Aena S.M.E., S.A. to 'A-' from 'A', maintaining the negative outlook. It has also lowered the short-term rating from 'F1' to 'F2'. The long-term credit rating from the agency Moody's, updated on 25 March, remained at 'A3' with a negative outlook.
In relation to the investment programme, the amount paid during the period amounted to €653.6 million (€489.8 million in the same period in 2020). The investment made in 2021 amounted to €773.2 million. This amount is due to the investments being made in 2021 which it was not possible to make in 2020 as a result of the pandemic.
The effects arising from COVID-19 have been reflected in the performance of Aena's share price. During the period, it has fluctuated between a minimum of €126.90 and a maximum of €151.25. It closed the period at €138.80, which represents a fall in share price of 2.4% from 31 December 2020. In the same period, the IBEX 35 had an accumulated revaluation of 7.9%.
In relation to the Airport Regulation Document for the period 2017–2021 (DORA I), on 1 March, the 2021 airport charges came into effect. These charges are based on freezing the Adjusted Annual Maximum Revenue per Passenger (IMAAJ) for 2021 at the IMAAJ set in 2020, established at €10.27 per passenger, which means a 0% charge variation.
With regard to the Airport Regulation Document for the years 2022–2026 (DORA II), on 28 September, the Council of Ministers approved the regulatory framework applicable to Aena's airport management for the next five years. DORA II establishes an annual 0% variation in the Annual Maximum Revenue per Passenger (IMAP) for 2021. The Company highlights the following aspects included in DORA II:
of its recovery within the framework of the supervision function of the annual consultation procedure and adjustment, to the IMAAJ, of Aena's airport charges referred to in section 2 of Article 10 of its Act of Incorporation."
It is important to note that on 8 March 2021, Aena requested from the General Directorate of Civil Aviation to modify the DORA 2017-2021 in order to recognise the economic imbalance situation contepleted in that regulation, considering the concurrence of the exceptional circumstances referred to in the Article 27 of Act 18/2014, of 15 October. The COVID-19 pandemic is an exceptional and unpredictable event and has caused a reduction of more than 10% in air traffic, as established in the aforementioned article.
At this request, the General Directorate of Civil Aviation has agreed in its Resolution of 16 December 2021 not to initiate the procedure due to not appreciating the concurrence of all exceptional circumstances referred to in article 27 and not having observed elements in the DORA from which the requested compensation could derive. Therefore, on 21 January 2022, Aena filed an administrative appeal with the Directorate General of Civil Aviation, without prejudice to the exercise of other actions it might be entitled to in the defence of its corporate interest.
On 17 February 2022, the CNMC issued its Resolution on the supervision of Aena's airport charges for 2022. According to the aforementioned Resolution, charges approved by Aena´s Board of Directors are applicable, which implies an IMAAJ of €9.95 per passenger and a rate variation of -3.17% compared to 2021 IMAAJ. On 3 February 2022, the CNMC notified Aena of the initiation of a dispute procedure regarding the modification of the 2022 airport charges, requested by IATA Spain and Ryanair, which does not affect their application as of 1 March. The Company believes the charges approved and supervised by the CNMC will not be modified.
Finally, Aena's Shareholders' Meeting, held on 27 April, approved the Climate Action Plan 2021-2030. The Plan was submitted for the first time to an advisory vote after being permanently included as an independent point on the agenda at annual meetings. Thus, Aena has become the first Spanish company, and one of the first in the world, to render accounts to its shareholders every year on its performance in climate action. The Plan is composed of three strategic programmes:
The number of passengers reached 119.7 million in 2021, a figure that represents a recovery of 43.7% of the 2019 volume.

The passenger traffic figures have been improving month by month as vaccination campaigns progressed in both Spain and the surrounding countries. The evolution of the epidemiological situation and the relaxation of travel restrictions have allowed the behaviour of demand and the flights offered by airlines as of May and during the summer months to improve. The emergence of the Omicron variant has led many countries to resume or intensify restrictions and entry controls since the end of November, impacting air mobility.
Until May, 17.7% of 2019 traffic had been recovered, and from June to September, this figure was 51.9%. In the last quarter, the recovery reached 70.9% of the pre-pandemic volume, reaching 73.3% in the month of November. In the month of December, there was a slowdown in the rate of recovery that had been taking place over the last few months.
Domestic traffic has shown the greatest recovery. Of the total number of passengers recorded in 2021, 52.3 million were domestic passengers, representing 60.8% of 2019 domestic traffic and a share of 43.7% (31.3% in 2019).
International passenger traffic has recorded 67.4 million and a recovery of 35.8% compared to 2019. Its share has dropped to 56.3% (68.7% in 2019).
With regard to aircraft operations, 64.4% of pre-pandemic operations has been recovered in 2021. In spite of how difficult the year has been, Spain has completed 2021 with the highest number of operations in Europe, and Adolfo Suárez Madrid-Barajas Airport, Barcelona-El Prat Josep Tarradellas Airport and Palma de Mallorca Airport have ranked 4th, 6th and 9th in the continent1.
Cargo volume has continued to evolve positively and the year has ended with a recovery of 93.4%.
The evolution of traffic for the period, classified by airport and airport group, is detailed below:
| Passengers | Aircraft | Cargo | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Airports and Airport Groups | Millions | Variation(1) YoY |
Share | Thousands | Variation(1) YoY |
Share | Tonnes | Variation(1) YoY |
Share | |
| Adolfo Suárez Madrid-Barajas Airport |
24.1 | 41.0% | 20.2% | 217.5 | 31.2% | 14.4% | 523,396 | 30.0% | 52.4% | |
| Barcelona-El Prat Josep Tarradellas Airport |
18.9 | 48.2% | 15.8% | 163.7 | 33.5% | 10.8% | 136,107 | 18.9% | 13.6% | |
| Palma de Mallorca Airport | 14.5 | 137.3% | 12.1% | 141.2 | 83.7% | 9.3% | 6,755 | 0.3% | 0.7% | |
| Total Canary Islands Group | 23.0 | 35.5% | 19.2% | 274.2 | 25.8% | 18.1% | 29,667 | 15.7% | 3.0% | |
| Total Group I | 32.3 | 72.3% | 27.0% | 364.9 | 49.2% | 24.0% | 29,820 | 4.0% | 3.0% | |
| Total Group II | 5.8 | 65.3% | 4.9% | 135.7 | 23.7% | 9.0% | 200,188 | 36.4% | 20.0% | |
| Total Group III | 1.1 | 63.4% | 0.9% | 218.1 | 35.5% | 14.4% | 72,537 | 12.7% | 7.3% | |
| TOTAL | 119.7 | 57.8% | 100.0% | 1,515.3 | 38.0% | 100.0% | 998,471 | 26.5% | 100.0% |
Traffic data pending final closure, not subject to significant variations.
(1) Percentage variation calculated in passengers, aircraft and kg.
1 Excluding Russia and Turkey.
| Region | Passengers (millions) 2021 |
% Variation year-on-year |
Share |
|---|---|---|---|
| Europe(1) | 59.8 | 64.2% | 49.9% |
| Spain | 52.3 | 54.0% | 43.7% |
| Latin America | 3.3 | 38.6% | 2.7% |
| North America(2) | 1.7 | 56.9% | 1.5% |
| Africa | 1.7 | 58.9% | 1.4% |
| Middle East | 0.9 | 15.2% | 0.7% |
| Asia and Others | 0.1 | -69.8% | 0.1% |
| TOTAL | 119.7 | 57.8% | 100.0% |
(1) Excludes Spain.
(2) Includes USA, Canada and Mexico.
| 2021 | 2020 | % | Passengers | 2021 | 2020 |
|---|---|---|---|---|---|
| 52.3 | 33.9 | 54.0% | 18.3 | 43.7% | 44.7% |
| 12.6 | 6.6 | 89.4% | 5.9 | 10.5% | 8.7% |
| 9.7 | 8.1 | 19.9% | 1.6 | 8.1% | 10.7% |
| 6.7 | 3.8 | 73.7% | 2.8 | 5.6% | 5.1% |
| 6.0 | 3.4 | 76.3% | 2.6 | 5.0% | 4.5% |
| 4.6 | 2.4 | 89.5% | 2.2 | 3.9% | 3.2% |
| 3.1 | 1.5 | 109.8% | 1.6 | 2.6% | 2.0% |
| 3.0 | 1.8 | 68.1% | 1.2 | 2.5% | 2.4% |
| 1.9 | 1.4 | 33.3% | 0.5 | 1.6% | 1.9% |
| 1.5 | 0.7 | 109.5% | 0.8 | 1.3% | 0.9% |
| 1.4 | 0.9 | 47.4% | 0.4 | 1.1% | 1.2% |
| 1.3 | 0.8 | 71.0% | 0.6 | 1.1% | 1.0% |
| 1.3 | 0.6 | 106.3% | 0.7 | 1.1% | 0.8% |
| 1.3 | 0.7 | 85.8% | 0.6 | 1.1% | 0.9% |
| 1.0 | 0.7 | 42.8% | 0.3 | 0.8% | 0.9% |
| 107.7 | 67.5 | 59.5% | 40.2 | 90.0% | 89.0% |
| 12.0 | 8.3 | 44.1% | 3.7 | 10.0% | 11.0% |
| 119.7 | 75.8 | 57.8% | 43.8 | 100.0% | 100.0% |
| Passengers (millions) | Year-on-year variation | Share |
With regard to pre-pandemic levels, the recovery of the British market has been very low, at 22.1%. Other equally relevant markets, such as Germany, France and Italy, have recorded recovery levels of 43.1%, 47.4% and 36.7%, respectively.
In terms of the distribution of passenger traffic by airline:
| Passengers (millions) | Year-on-year variation | Share | ||||
|---|---|---|---|---|---|---|
| Airline | 2021 | 2020 | % | Passengers | 2021 | 2020 |
| Ryanair(1) | 23.3 | 13.5 | 73.0 | 9.8 | 19.5 | 17.8 |
| Vueling | 22.3 | 12.8 | 73.9 | 9.5 | 18.6 | 16.9 |
| Iberia | 9.8 | 6.2 | 57.3 | 3.6 | 8.2 | 8.2 |
| Air Europa | 7.6 | 6.5 | 17.9 | 1.2 | 6.4 | 8.5 |
| Binter Group (2) | 6.2 | 4.5 | 37.6 | 1.7 | 5.2 | 5.9 |
| Iberia Express | 5.9 | 3.9 | 51.8 | 2.0 | 4.9 | 5.1 |
| Air Nostrum | 5.0 | 3.2 | 53.9 | 1.8 | 4.2 | 4.3 |
| Easyjet (3) | 4.8 | 3.6 | 35.4 | 1.3 | 4.1 | 4.7 |
| Eurowings (4) | 2.9 | 1.1 | 154.3 | 1.8 | 2.4 | 1.5 |
| Lufthansa | 2.4 | 1.1 | 104.8 | 1.2 | 2.0 | 1.5 |
| Transavia | 1.9 | 1.0 | 88.7 | 0.9 | 1.6 | 1.3 |
| Jet2.Com | 1.9 | 1.2 | 53.4 | 0.7 | 1.6 | 1.6 |
| Wizz Air (5) | 1.6 | 0.9 | 71.7 | 0.7 | 1.4 | 1.3 |
| Volotea | 1.6 | 0.9 | 90.1 | 0.8 | 1.4 | 1.1 |
| Tuifly (6) | 1.4 | 0.8 | 74.7 | 0.6 | 1.2 | 1.1 |
| Total Top 15 | 98.6 | 61.3 | 60.8 | 37.3 | 82.4 | 80.8 |
| Other airlines | 21.1 | 14.6 | 44.9 | 6.5 | 17.6 | 19.2 |
| Total passengers | 119.7 | 75.8 | 57.8 | 43.8 | 100.0 | 100.0 |
| Total low-cost passengers (7) | 69.4 | 42.2 | 64.5 | 27.2 | 58.0 | 55.6 |
(1) Including Ryanair Ltd., Ryanair Sun, S.A. and Ryanair UK Limited. (2) Including Binter Canarias, Naysa and Canarias Airlines. (3) Including Easyjet Switzerland, S.A., Easyjet Airline Co. LTD. and Easyjet Europe Airline GMBH. (4) Includes Eurowings AG, Nurnberg; Germanwings Gmbh and EW Discover GMBH. (5) Including Wizz Air Hungary, Wizz Air Ukraine, Wizz Air UK LTD. and Wizz Air Bulgaria. (6) Includes Hapag-Lloyd Executive, Tuifly Gmbh, Hapag Lloyd Express Gmbh, Tuifly Gmbh, Langenhagen. (7) Including low-cost airline traffic on regular flights.
The IAG Group2 has reached a recovery of 49.7% compared to 2019 and has accumulated a passenger share of 32.8%. The Binter Group, which operates domestic flights, has recovered 80.1% of passenger volume in 2019.
Ryanair, Air Europa and easyJet have recovered 47.2%, 40.1% and 27.6%, respectively, of the number of passengers recorded in 2019.
In order to contribute to the reactivation of air traffic in Spain, Aena offers incentives that encourage airlines to schedule operations regardless of the number of passengers transported.
In summer 2021, between 1 April and 31 October, Aena offered a new incentive scheme for the recovery of operations upon exceeding certain thresholds. In the first three months of the season, the recovery threshold was set at 30% and for the last four months, it was set at 45%. All operations carried out based on these percentages have been incentivised in the same percentage of their recovery, regardless of the number of passengers carried. The incentive involved a discount on the average monthly landing rate.
For the winter 2021 season, between 1 November 2021 and 31 March 2022, Aena is offering an incentive for the recovery of operations when the recovery threshold of 75% is exceeded monthly with respect to the 2019 winter season. All operations above this percentage will be provided with landing fee incentives in the same percentage as their recovery. The incentive means that airlines will receive a reimbursement on their average monthly landing fee for all operations above the set level, regardless of the number of passengers carried.
On 30 November 2021, Aena's Board of Directors approved a specific incentive for La Palma Airport, whose traffic has been severely affected by the volcanic eruption. This incentive aims to promote the reactivation of traffic on the island starting in January 2022 and will be compatible with the general traffic recovery incentive during the winter season. The incentive consists of a 100% refund of the passenger fare on all flights that take place from 1 January 2022 to 31 December 2022 which originate at La Palma Airport and whose destination is in the Spanish mainland, the Balearic Islands or an international destination.
For the summer season 2022, between 1 April and 31 October, Aena will offer a new incentive scheme on the passenger traffic recovery when airlines exceed, in the season, a threshold with respect to the seat capacity scheduled on 31 January 2022. The threshold set by routes is the following:
2 Iberia, Iberia Express, Vueling, British Airways, British Airways City Flyer LTD, Aer Lingus and Anisec.
The regulated asset base at the close of 2021 stood at €9,898 million.3
On 1 March 2021, the 2021 airport charges came into force. These charges are based on freezing the adjusted annual maximum revenue per passenger (IMAAJ) for 2021 at the IMAAJ of 2020, setting the annual maximum revenue per passenger (IMAP) at €10.27 per passenger, which is a 0% charge variation.
On 8 March 2021, Aena requested the General Directorate of Civil Aviation of the Ministry of Transport, Mobility and Urban Agenda the modification of DORA 2017-2021, when considering the concurrence of the requirements provided for in article 27 of Act 18/2014, of 15 October, to recognise the economic imbalance provided for in that standard, since the COVID-19 pandemic is an exceptional and unpredictable event and has caused a reduction of more than 10% in air traffic, as established in the aforementioned article.
At this request, the General Directorate of Civil Aviation has agreed in its Resolution of 16 December 2021, not to initiate the procedure, due to not appreciating the concurrence of all exceptional circumstances referred to in article 27 and not having observed elements in the DORA from which the requested compensation could derive.
However, Aena considers that all the requirements provided for in the aforementioned article 27 for the modification of the DORA and the granting of the economic rebalancing provided for in said regulation are present and, therefore, on 21 January 2022, it has raised the appropriate administrative appeal before the General Secretariat of Transportation and Mobility, without prejudice to the exercise of other actions that may correspond in defence of its corporate interest.
This amendment request is also in line with the measures adopted by the regulators of various European countries in which the economic imbalance suffered by airport managers in connection with this health crisis has been recognised.
On 28 September, the Council of Ministers approved the regulatory framework applicable to Aena's airport management for the next five years. DORA II establishes an annual 0% variation in the Annual Maximum Revenue per Passenger (IMAP) for 2021.
It also promotes sustainability and guarantees an adequate level of investment to maintain and increase the quality of the airport infrastructures managed by the Company.
Noteworthy aspects of DORA II are mentioned in section 1 (Key highlights).
As established by law (Act 18/2014 and Directive 2009/12/EC on airport charges), and in order to update airport charges for 2022, the first meeting of the consultation process was held in the months from January to November 2021, between Aena and the airline company associations that use the airports.
In the course of this consultation process Aena has provided users and the CNMC, which performs the functions of Independent Supervisory Authority, with the information required by the legislation and a proposal of charges which meets the requirements given in the Airport Regulation Document (DORA) and in Act 18/2014.
The users called upon by Aena to take part in the consultative process belong to the following associations and airline companies:
3 Temporary end data
Likewise, the CNMC, the General Directorate of Civil Aviation (DGAC) and the Spanish Aviation Safety and Security Agency (AESA), attended the meetings as observers to the process.
The last meeting on the consultation process for updating charges for 2022 was held on 25 November 2021. The process ended on 21 December 2021, with the approval by the Board of Directors of Aena of the charges corresponding to the year 2022, which will enter into force on 1 March 2022. These charges are based on the variance of -3.17% of the 2022 IMAAJ with respect to the 2021 IMAAJ, being established at €9.95 per passenger. This act was reported to the CNMC, user associations and the General Directorate of Civil Aviation on 30 December 2021.
The variance of -3.17% of the 2022 IMAAJ compared to 2021 IMAAJ, set at €9.95 per passenger, is a consequence of the adjustments that the DORA establishes in relation to the incentive for the performance of quality levels, the traffic structure corresponding to the end of 2020, the effect of the P index (calculated in accordance with the methodology established in RD 162/2019 of 22 March and established in CNMC Resolution of 30 November 2021) as well as the recovery of the COVID-19 costs incurred by Aena, as established in Act 2/2021 of 29 March, in the period between January 2020 and September 2021.
On 17 February 2022, the CNMC issued its Resolution on the supervision of Aena's airport charges for 2022. According to the aforementioned Resolution, charges approved by Aena´s Board of Directors are applicable, which implies an IMAAJ of €9.95 per passenger and a rate variation of -3.17% compared to 2021 IMAAJ.
On 3 February 2022, the CNMC notified Aena of the initiation of a dispute procedure regarding the modification of the 2022 airport charges, requested by IATA Spain and Ryanair, which does not affect their application as of 1 March. The Company believes that this procedure will not change the charges approved by Aena and already supervised by the Commission.
In terms of the development of aeronautical services at network airports, it should be noted that in order to adapt infrastructures to demand and allow for greater operating capacity, activity was restored at all terminals in July. Along with this reopening, Aena remains committed to continuing to offer a safe airport model that meets all health recommendations and adapts to the needs that arise.
During the last quarter of the year, the eruption of the Cumbre Vieja volcano on the island of La Palma has required specific actions in order to minimise the operational impact of this event and ensure air operation with the appropriate level of operational security. The airport has maintained its operations and connectivity during 90% of the volcano's period of activity.
In the scope of the Strategic Cleaning Plan (PEL [Plan Estratégico de Limpieza]), new tenders have been invited and awarded during 2021 with the purpose of guaranteeing the cleaning and hygiene standards in line with the current exceptional health circumstances. The Plan complies with health authorities' recommendations, reinforcing the trust and safety of passengers and employees.
With regard to assistance for persons with reduced mobility (PRM), in 2021, the service has been awarded to 12 airports for a period of four years, extendable for one additional year. The total amount of the award to the temporary joint venture (UTE) formed by the companies Multiservicios Aeroportuarios, S.A. and Sagital, S.A., amounts to €202.7 million.
In the field of ground handling services, the final version of the bidding specifications for the selection of the ramp agents that will provide this service during the period 2022–2029 is being defined as the current licences end between September and December 2022.
In the area of maintenance, and with regard to digitisation, it is relevant to mention the implementation process for the new version of the MAXIMO® tool that allows the use of the specific AMMA application. In 2021, the new version of MAXIMO® has been launched at 23 of the 24 airports in Groups I, II and the Canary Islands, providing 90 maintenance services.
In security, during the fourth quarter, coordination activities have continued with the Secretary of State for Security and the National Police regarding the future deployment of the EU Entry/Exit System that will enter into force in May 2022.
With regard to security equipment, Aena continues to implement Standard 3 EDS (explosives detection systems) equipment to comply with regulatory requirements. During the third quarter of 2021, they were implemented at A Coruña Airport and Zaragoza Airport.
With regard to the provision of airfield traffic services, the provider Saerco has taken over the control service at Sevilla Airport, Vigo Airport, Madrid-Cuatro Vientos Airport, A Coruña Airport and Jerez Airport.
In operational systems, work has continued on integrating network airports into the 'A-CDM' (Airport-Collaborative Decision Making) and Advanced Tower programmes, under the auspices of Eurocontrol.
| Thousands of euros | 2021 | 2020 | Variation | % Variation |
|---|---|---|---|---|
| Airport charges(1) | 1,232,864 | 899,269 | 333,595 | 37.1% |
| Landing/air transit service/meteorological service | 340,294 | 263,139 | 77,155 | 29.3% |
| Parking facilities | 61,152 | 70,504 | -9,352 | -13.3% |
| Passengers | 512,052 | 349,985 | 162,067 | 46.3% |
| Boarding airbridges | 59,247 | 45,199 | 14,048 | 31.1% |
| Security | 179,346 | 115,030 | 64,316 | 55.9% |
| Handling charges | 59,715 | 40,555 | 19,160 | 47.2% |
| Fuel | 15,842 | 11,360 | 4,482 | 39.5% |
| Catering | 5,216 | 3,497 | 1,719 | 49.2% |
| Other airport services(2) | 50,531 | 36,491 | 14,040 | 38.5% |
| Revenue from airport services | 1,283,395 | 935,760 | 347,635 | 37.2% |
(1) The revenue from passenger charges, landing charges and security fees include commercial incentives: -€58.8 million in 2021 (-€11.5 million in 2020). (2) Includes: Check-in counters, use of 400 Hz airbridges, fire service, luggage lockers and other revenue.
Airport service revenue shows improved passenger traffic and the airlines' flight offers as of May.
The commercial incentives have led to a lower revenue of €58.8 million. This includes the accrual of discounts to stimulate airline operational scheduling and the regularisation of provisions from previous years (€0.5 million). In the same period of 2020, the effect of incentives implied a lower revenue of €11.5 million. This amount included the accrual of the commercial incentive for the recovery of operations (€20.4 million), the incentive provisioned in January and February for the winter season (€3.4 million), the regularisation of provisions from previous years (€1.8 million) and the adjustment of the provision for incentives for growth, because, as a result of the drastic decrease in passenger traffic, many airlines no longer meet the necessary requirements to accrue these incentives (€10.5 million).
Rebates for connecting passengers have amounted to €30.4 million, compared with €21.6 million in 2020.
As a result of the health and operational measures implemented by Aena, the Company incurred €113.6 million in expenses (€52.7 million in 2020).
The following table shows the revenue from the lines of commercial activity:
| Thousands of euros | 2021 | 2020 | Variation | % Variation |
|---|---|---|---|---|
| Duty-free shops | 255,674 | 382,888 | -127,214 | -33.2% |
| Specialty shops | -5,155 | 104,340 | -109,495 | -104.9% |
| Food and beverage | 175,962 | 224,894 | -48,932 | -21.8% |
| Car rental | 106,103 | 100,493 | 5,610 | 5.6% |
| Car parks | 76,036 | 50,684 | 25,352 | 50.0% |
| VIP Services (1) | 29,744 | 20,570 | 9,174 | 44.6% |
| Advertising | 21,777 | 20,975 | 802 | 3.8% |
| Leases | 28,067 | 33,699 | -5,632 | -16.7% |
| Other commercial revenue (2) | 93,318 | 91,637 | 1,681 | 1.8% |
| Commercial services revenue | 781,526 | 1,030,180 | -248,654 | -24.1% |
(1) Includes commercial operations (banking services, vending machines, telecommunications, baggage wrapping machines, etc.), commercial supplies, use of lounges and filming and recordings.
(2) Includes VIP lounge rental, VIP packages, other lounges, fast-track and fast-lane.
With regards the evolution of commercial revenues, the following key aspects must be taken into account:
On 3 October, Act 13/2021 entered into force, which in its DF7 modifies the lease agreements or assignment of business premises for food and beverage or retail trade activities that were in force on 14 March 2020 or previously tendered. This standard states that:
Based on the standard, the contracts to which it is applicable are the following:
With regard to the accounting treatment of the contracts affected by the DF7 under IFRS:
As a result of this standard, the MAG established in the commercial lease agreements for duty-free shops, specialty shops, and food and beverage activities formalised between Aena and its commercial operators, accrued from 15 March 2020 to 3 October 2021, have been modified.
The amount of the reduction corresponding to the MAG modifications affected by DF7 amounts to €727 million.
As a result of the health crisis caused by COVID-19, Aena has agreed to amendments with the operators of car rental, advertising and other commercial activities not affected by DF7 to reduce the lease income accrued since the beginning of the pandemic
The amount of the incentives granted by Aena to its commercial operators in the lease payments accrued in periods prior to the date of formalisation of the corresponding contractual modifications has been recorded in the statement of financial position in accrual accounts and will be allocated to income, reducing commercial revenue through a linear distribution system, during the remaining term of the agreements and starting from the effective date of the contractual novation. See note 5. a.1) in the Annual Accounts of Aena S.M.E., S.A. for fiscal year 2021.
In this case, there are:
The amount of the reduction of the income accrued by contractual novations agreed with the commercial operators of activities not subject to DF7 amounts to €68 million.
The total amount of the reduction of MAG modifications and accrued rents amounts to €795 million. This amount has been recorded in the statement of financial position in accrual accounts and is applied linearly to profit/loss as reduced commercial revenue during the remaining period of validity of each contract, from the entry into force of DF7 on 3 October 2021 or from the effective date of the contractual modification.
The impact of the reductions in the contractual income is shown in the following table:
| Recognised MAG in commercial revenue | DF7 Discounts | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions of euros) | From 15/03/20 to 31/12/20 |
From 01/01/21 to 03/10/21 |
From 15/03/20 to 30/09/21 |
Collected or collectable rents |
MAG discount of finalized contracts (to P&L) |
MAG discount active contracts |
Total MAG discount |
Other rent discounts not affected by DF7 |
| Specialty shops | 72 | 33 | 105 | -8 | 55 | 42 | 97 | - |
| Duty free shops | 290 | 213 | 503 | -90 | - | 413 | 413 | - |
| Food and beverage | 170 | 113 | 283 | -67 | 6 | 210 | 216 | - |
| Others | 1 | - | 1 | - | - | 1 | 1 | - |
| Total business lines affected by DF7 |
533 | 359 | 892 | -165 | 61 | 666 | 727 | - |
| Car rental | 55 | - | 55 | -12 | - | - | - | 43 |
| Advertising | 15 | 11 | 26 | -22 | - | - | - | 4 |
| Other | 35 | 18 | 53 | -32 | - | - | - | 21 |
| Total business lines not affected by DF7 |
105 | 29 | 134 | -66 | - | - | - | 68 |
| TOTAL rent | 638 | 388 | 1,026 | -231 | 61 | 666 | 727 | 68 |
| Total MAG and | Allocation to Income Statement in: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (million of euros) | rent discounts | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 |
| Specialty shops | 97 | 64 | 17 | 10 | 4 | 1 | 1 | - | - |
| Duty free shops | 413 | 49 | 199 | 165 | - | - | - | - | - |
| Food and beverage | 216 | 31 | 74 | 41 | 27 | 24 | 13 | 5 | 1 |
| Others | 1 | - | - | 1 | - | - | - | - | - |
| Total business lines affected by DF7 | 727 | 144 | 290 | 217 | 31 | 25 | 14 | 5 | 1 |
| Car rental | 43 | 23 | 20 | - | - | - | - | - | - |
| Advertising | 4 | - | 1 | 1 | 1 | 1 | - | - | - |
| Others | 21 | 1 | 11 | 6 | 3 | - | - | - | - |
| Total business lines not affected by DF | 68 | 24 | 32 | 7 | 4 | 1 | - | - | - |
| TOTAL rent discounts | 795 | 168 | 322 | 224 | 35 | 26 | 14 | 5 | 1 |
In the fiscal year 2021, €168 million has been allocated to results as lower commercial revenue. This amount includes €61 million corresponding to discounts in MAG of finalised contracts. The remaining amount corresponds to contracts that remain in force.
A continuous improvement in sales and consequently in variable income was observed throughout the year.
In the third quarter, the progressive recovery of activity was accelerated with the opening of practically all duty-free shops. This recovery trend led to a continuous improvement in sales, especially at airports in the Balearic Islands.
In September, 97% of duty-free shops were operating, compared to 47% that were open at the end of June 2021.
In the months of October and November, activity evolved very positively, reaching weekly sales figures that exceeded 70% of those recorded in the same period in 2019, as the latest waves of the COVID-19 health crisis affected the Spanish tourism sector less than the previous ones due to widespread vaccination in Spain and in the main issuing countries.
The positive trend was impacted in the last weeks of the year by the increase in infections and restrictions imposed by governments in countries such as Morocco, the United Kingdom and Germany, which caused flight cancellations and a reduction in the recovery of international traffic. The lower turnover caused by this reduction in activity has especially affected sales at Canary Island airports, as it coincides with what would be their high season.
At the end of the year, the same shops that operated in September were open.
In the last quarter, 192 airside and 31 landside premises were open, representing 84% and 62% of the total, respectively.
During the last two months of the year, more than 50 tenders have been invited in order to have a large part of the range of shops open at the beginning of the 2022 high season.
In the first quarter of 2021, as restrictions on commercial premises were increased in order to reduce the effects of the third wave of the COVID-19 health crisis, operators reduced the number of operating premises. Throughout the months of June and July, they were gradually reopened to meet the seasonal summer demand.
In order to maintain the food and beverage offer in the short term, the premises and the installation of vending machines have been tendered.
In 2021, they began operating new licences awarded at the Adolfo Suárez Madrid-Barajas Airport, Barcelona-El Prat Josep Tarradellas Airport, Alicante-Elche Miguel Hernández Airport, Málaga-Costa del Sol Airport, Palma de Mallorca Airport, Valencia Airport and La Palma Airport. There are currently 171 licences in force.
Moreover, a tender has been put out for vehicles for hire with a driver (VTC) at Adolfo Suárez Madrid-Barajas Airport, Barcelona-El Prat Josep Tarradellas Airport and Málaga-Costa del Sol Airport. The successful bidder, the company UBER, started its service in December.
Parking spaces continue to adapt according to the level of passengers and occupancy.
The car parks at 29 of the 32 airports that offer this activity are operational.
The management service for these facilities is under a temporary partial suspension agreement, signed by its two managers (EMPARK and SABA), and the full resumption of the service has not been set. The agreement includes the extension of the management contracts that expired in May 2020.
It is also important to note that the management of car parks at 34 airports (around 120,000 spaces) has been awarded to the UTE EAS for €77.5 million. This UTE is formed by the companies Estacionamientos y Servicios S.A.U. (Eysa), Ace Parking Management Inc. and Setex Aparqui S.A. The contracts, whose expected start date is 1 March 2022, have a period of three years, with the possibility of two extensions of one year each.
The cost of the new award represents a variation of +€6.6 million (+34%) compared to the previous service for one annuity.
The year 2021 has ended with 26 out of the 28 VIP lounges existing in the network in operation. Their opening has been progressive and adapted to the gradual recovery of traffic.
User volume has experienced a year-on-year growth of 52%, although the 2019 penetration levels have not yet recovered.
It is also worth noting that the activity of the 'Meet and Assist' service has been resumed at Adolfo Suárez Madrid-Barajas Airport, Barcelona-El Prat Josep Tarradellas Airport, Valencia Airport, Palma de Mallorca Airport, Alicante-Elche Miguel Hernández Airport, Málaga-Costa del Sol Airport and Gran Canaria Airport, as well as the operability of the 'Fast Lane' at all airports providing this service.
In 2021, the advertising activity was moderate.
Of the four operators, JFT COMUNICACIÓN and PROMEDIOS accepted the commercial proposal offered by Aena to adapt the rents of their agreements to the situation caused by the pandemic. The agreements signed include a two-year extension of the contracts.
This section includes various commercial activities offered at the network's airports, such as banking services, luggage wrapping machines, other vending machines and regulated services (pharmacies, tobacconists, lottery vendors, etc.).
The activity of the real estate services segment centres around the leasing or transfer of use of land (developed or undeveloped), office buildings, warehouses, hangars and cargo storage facilities to airlines, air cargo operators, handling agents and other airport service providers, which are assigned to support activities and carry out complementary services, including the 24 service stations (15 landside and 9 airside) at 12 airports or the Fixed Base of Operations (FBO) executive aviation terminals at five of the most important airports in the network.
The following table shows revenues per activity:
| Thousands of euros | 2021 | 2020 | Variation | % Variation |
|---|---|---|---|---|
| Leases | 14,732 | 15,122 | -390 | -2.6% |
| Land | 19,590 | 24,882 | -5,292 | -21.3% |
| Warehouses and hangars | 7,644 | 8,742 | -1,098 | -12.6% |
| Cargo logistics centres | 18,654 | 19,912 | -1,258 | -6.3% |
| Real estate operations | 9,432 | 7,585 | 1,847 | 24.4% |
| Real estate services revenue | 70,052 | 76,243 | -6,191 | -8.1% |
With respect to real estate revenue, it is worth noting that despite the economic crisis caused by COVID-19, activity and revenue levels remain reasonably high, with occupancy rates slightly lower than those recorded in the pre-pandemic scenario. These levels have benefited from discounts and exemptions of fixed monthly rents in the first period of the state of emergency, measures aimed at promoting the activity's continuity and the creation of new contracts.
In 2021, Aena put out to tender the first area of logistical development at the Adolfo Suárez Madrid-Barajas Airport City (AREA 1). This tender involves the start of the process for selecting an investment partner and it is estimated that it will be awarded at the end of the first half of 2022.
This first area is framed within the surface areas dedicated to logistical development and associated airport activities. It comprises 28 hectares of land to be developed, 153,000 m² of buildable area and 4 hectares intended for green areas. Other aspects of the project include:
The global project of the Adolfo Suárez Madrid-Barajas Airport City includes 323 hectares of surface area and 2.1 million m² of buildable area intended for logistics and aeronautical activities, offices, hotels and services.
As for the Barcelona-El Prat Josep Tarradellas Airport City, the necessary work is being carried out in order to put it out to tender as soon as possible.
In relation to works at other airports where land and assets with high potential for the development of complementary airport activities are available, the works for Málaga-Costa del Sol Airport are planned to be completed during the first quarter of 2022. The works at the other three airports (Palma de Mallorca Airport, Valencia Airport and Sevilla Airport) will conclude sequentially once Málaga-Costa del Sol Airport is complete, with Valencia Airport being the next planned.
In the first quarter of 2021, it is worth noting the procurement of two hangars (located at Palma de Mallorca Airport and Sabadell Airport) of 3,200 m2 and 1,189 m2, respectively. Additionally, in June, two lease agreements were signed at the Madrid-Cuatro Vientos Airport (the surface area of these hangars is 1,127 m2 and 1,261 m2, respectively). It is also worth highlighting the tender in the last part of the year for warehouses and office buildings at Adolfo Suárez Madrid-Barajas Airport and Barcelona-El Prat Josep Tarradellas Airport, of 6,780 m2 and 1,387 m2, respectively.
In the executive aviation activity, it is worth highlighting that at Palma de Mallorca Airport after the completion of works to expand the executive terminal, an area was made available to the successful bidder for the incorporation of a multi-brand retail shop, which opened in November. In December, another multi-brand retail point was also launched at the executive terminal in Ibiza Airport.
In spaces dedicated to air cargo, it is worth highlighting the awarding of the construction of a new terminal at Zaragoza Airport. Once the works have been completed, it will be operated by the company SWISSPORT, with whom the relevant lease agreement has already been signed.
In June, the company FEDEX was awarded the lease of a cargo terminal at Barcelona-El Prat Josep Tarradellas Airport. In December, the surface rights of a plot in the south expansion of the Air Cargo Centre at Adolfo Suárez Madrid-Barajas Airport was formalised to build a new cargo terminal at the airport's front line. The maximum built area would be 7,980 m². Moreover, in May, the contracts for surface rights were signed for the construction of two new terminals in the Air Cargo Centre at Adolfo Suárez Madrid-Barajas Airport. The construction of the three terminals will allow the airport's cargo handling capacity to increase by 15%.
| 2021 | 2020 | Variation | % Variation |
|---|---|---|---|
| 2,134,973 | 2,042,183 | 92,790 | 4.5% |
| 60,977 | 63,197 | -2,220 | -3.5% |
| 2,195,950 | 2,105,380 | 90,570 | 4.3% |
| -158,003 | -153,830 | 4,173 | 2.7% |
| -410,338 | -412,799 | -2,461 | -0.6% |
| -794,965 | -661,676 | 133,289 | 20.1% |
| -715,550 | -721,370 | -5,820 | -0.8% |
| -125,150 | -61,994 | 63,156 | 101.9% |
| -2,204,006 | -2,011,669 | 192,337 | 9.6% |
| -8,056 | 93,711 | -101,767 | - |
| 9,666 | 5,335 | 4,331 | 81.2% |
| -79,260 | -94,903 | -15,643 | -16.5% |
| -12 | -1 | 11 | 1,100.0% |
| 6,806 | -16,150 | -22,956 | - |
| -62,800 | -105,719 | -42,919 | -40.6% |
| -70,856 | -12,008 | -58,848 | 490.1% |
| 50,884 | 6,718 | 44,166 | -657.4% |
| -19,972 | -5,290 | -14,682 | 277.5% |
| -19,972 | -5,290 | -14,682 | 277.5% |
Total revenue for the period reflect a year-on-year increase of €90.6 million (+4.3%) as a result of the evolution of the different segments of Aena S.M.E., S.A.'s business that is detailed in section 3 (Business lines).
Operating expenses (supplies, staff costs and other operating expenses) amounted to €1,363.3 million and recorded a year-onyear increase of €135.0 million (+11.0%).
This variation reflects the effect of the cost reduction measures that were implemented in 2020, the adapting of services in 2021 to the activity and operational levels of terminals and airport spaces, as well as an increase in the price of electricity at the network's airports.
The impairment and net gain or loss on disposals of fixed assets have increased by €63.2 million (+101.9%) due to the expenses on sanitary and operating controls that have amounted to €113.6 million, + €60.9 million compared to the expenses in 2020.
The Financial profit/(loss) reflects a decrease of €43.0 million (-40.6%). The note 23.f) of the Annual Accounts of Aena S.M.E., S.A., explain the main variations.
Regarding Income Tax, revenue of €50.9 million has been recognised, mainly as a consequence of the results for the period, as well as the application of deductions due to the capitalised costs of investments in the Canary Islands airports.
As a result of the variations indicated, the result for the fiscal year reflects a loss of €20.0 million, which represents a reduction of €14.7 million compared to the net result of 2020.
Total investments paid in 2021 (property, plant and equipment, intangible assets and real estate investments) came to €653.6 million, reflecting a year-on-year increase of €163.8 million. This amount includes €9.9 million of investments for improving infrastructure and adapting them to the COVID-19 preventative health measures.
The amount of investment executed by certification in the period stands at €773.2 million.
With regard to the actions completed during the period, the following are of note:
With regard to the ongoing investments, which will last for the next few months, it is worth mentioning:
With regard to the operational areas, the distribution of the investment paid in 20214, as well as its comparison with the same period of the previous yeasr, is show below:

4 Temporary end data
| Thousands of euros | 2021 | 2020 | Variation | % Variation |
|---|---|---|---|---|
| Asset | ||||
| Non-current assets | 13,560,841 | 13,146,764 | 414,077 | 3.1% |
| Current assets | 2,300,670 | 2,000,194 | 300,476 | 15.0% |
| Total assets | 15,861,511 | 15,146,958 | 714,553 | 4.7% |
| Equity and liabilities | ||||
| Net equity | 6,615,475 | 6,620,711 | -5,236 | -0.1% |
| Non-current liabilities | 7,350,183 | 7,280,156 | 70,027 | 1.0% |
| Current liabilities | 1,895,853 | 1,246,091 | 649,762 | 52.1% |
| Total equity and liabilities | 15,861,511 | 15,146,958 | 714,553 | 4.7% |
Non-current assets have increased by €414.1 million as a result of the €295.8 million increase in long-term accruals from the recognition of MAG reductions caused by the entry into force of DF7, as well as the agreements formalised with commercial operators for activities not affected by DF7, as a result of COVID-19.
Property, plant and equipment increased by €52.3 million, due to the investment made in 2021, which is partially offset by depreciation for the financial year.
The 'Deferred tax assets' grew by €34.1 million due to an increase of €32.2 million in deductions pending application, mainly €28.8 million for investments in the Canary Islands, and tax loss carryforwards of €21.9 million. On the contrary, deferred coverage derivatives are derecognised in the amount of €13.7 million.
Finally, intangible fixed assets increased by €30.7 million, driven by the growth of €23.0 million in 'computer applications' corresponding to acquisitions, as well as improvements and developments, of new technologies for computer applications related to the airports and central services, including the new innovation portal and the integration of loyalty clubs.
Non-current assets have increased by €300.5 million as a result of the €291.7 million increase in short-term accruals from the recognition of MAG reductions caused by the entry into force of DF7, as well as the agreements formalised with commercial operators for activities not affected by DF7, as a result of COVID-19. On the contrary, 'commercial debtors and other accounts receivable' dropped by €234.5 million due to the €187.3 million drop in the customer balance for sales and services, due to the reclassification of the aforementioned income reductions to accrual accounts. Other credits with Public Administrations have decreased by €38.5 million due to the lower VAT and Canary Island General Tax refund in the fiscal year 2021 compared to 2020. This is as a result of the invoicing the MAG corresponding to 2020 in 2021.
Equity fell by €5.2 million as a result of the net result of the period, which was negative €20.0 million, and from the €26.4 million decrease in the 'grants, donations and legacies received' item for the allocation to profits from capital grants from official European bodies (see Note 19.d of the Annual Accounts of Aena S.M.E., S.A.) The increase of €41.2 million under the heading 'adjustments due to changes in value' is due to the valuation corrections of the derivatives designated as cash flow hedges.
The €70.0 million increase in non-current liabilities is essentially due to the €619.0 million increase in debt with credit entities for the long-term part of the new €700 million financing taken out for the plan deployed to strengthen liquidity. On the contrary, the debts with group and associated companies decreased by €535.3 million due to reclassifying the debt with ENAIRE as short-term debt, according to maturity.
Current liabilities increased by €649.8 million as a result of the €579.5 million increase in the balance of 'debts with credit institutions', because the new loan signed with Intesa Sanpaolo implied that loans of similar amount were amortized in the first days of January and, therefore, were reclassified as short-term loans. This is also due to the €161.8 million in 'other financial debt' from the increase in the balance of fixed assets suppliers by €131.2 million derived from the higher volume of investment executed in the fiscal year compared to 2020, the year in which the development of the investment programme was affected by the pandemic.
Working capital, calculated as the difference between current assets and current liabilities, which is normally negative in the Company as a result of its operational and financing structure, stood at +€404.8 million at the end of the period (+€754.1 million at 31 December 2020) due to the changes in Current Assets and Liabilities referred to above.
The accounted net financial debt of Aena S.M.E., S.A. stands at €6,931.6 million as of 31 December 2021, compared to €6,540.4 million as of 31 December 2020.
The leverage ratio of Aena S.M.E., S.A. is as follows:
| Thousands of euros | 2021 | 2020 |
|---|---|---|
| Gross financial debt | 8,314,636 | 7,681,676 |
| Cash and cash equivalents | 1,383,069 | 1,141,265 |
| Net financial debt | 6,931,567 | 6,540,411 |
| Net financial debt/EBITDA | 10.0x | 8.1x |
Aena S.M.E., S.A. has taken out loans for an outstanding amount at 31 December 2021 totalling €5,258.0 million, which include the obligation to meet the following financial ratios:
These covenants are reviewed every year in June and December, taking into account the data on EBITDA and finance expenses for the last 12 months and the net financial debt at the end of the period.
As a result of the exceptional situation caused by COVID-19 and its impact on EBITDA, as of 31 December 2021, the maximum ratio of 7.0x Net Financial Debt/EBITDA has not been met. On 23 December 2021, Aena obtained a temporary waiver of its financial covenant until June 2023 from all banking entities.
On 6 October, the agency Fitch Ratings lowered the long-term credit rating of Aena S.M.E., S.A. to 'A-' from 'A', maintaining the negative outlook. It also lowered the short-term rating from 'F1' to 'F2'. The long-term credit rating from the agency Moody's, updated on 25 March, remained at 'A3' with a negative outlook.
During 2021, Aena amortised long-term debt to the amount of €546.3 million, according to the payment schedule established under the agreement.
During 2021, the Company's policy to strengthen liquidity in response to the effects derived from the spread of COVID-19 has continued. In this regard, medium- and long-term loans have been taken out for the amount of €700.0 million. In addition, in order to reduce the financial cost, an ESG-linked loan of €500.0 million has been taken out with Intesa Sanpaolo to pay off debt for the same amount in January 2022.
At 31 December 2021, Aena has a cash balance of €1,383.1 million (€1,141.3 million at 31 December 2020). However, part of this cash (€500 million) is linked to the cancellation of some loans in January 2022 for the aforementioned amount, as mentioned above.
In addition, the Company has €468.9 million available (undrawn) financing relating to loans with the EIB and ICO (€124.4 million at 31 December 2020) and €800.0 million available in a syndicated and sustainable line of credit (ESG linked RCF), with longterm maturity (€800.0 million at 31 December 2020).
Aena's available cash and credit facilities at 31 December 2021 amounted to a total of €2,651.9 million (€2,065.6 million at 31 December 2020), to which is added the possibility of issuing debt through the Euro Commercial Paper (ECP) programme of up to €900 million, of which, at the end of the year, €900 million were available (€845 million at 31 December 2020). However, part of this cash (€500 million) is linked to the cancellation of some loans in January 2022 for the stated amount.
The average interest rate of Aena's debt was 0.98% in 2021 (1.02% in 2020), with the interest rate of long-term debt being 0.99% and that of short-term debt being -0.25%.
As of 31 December, the ratios of payments to suppliers of Aena S.M.E., S.A. are as follows:
| Days | 2021 |
|---|---|
| Average payment period to suppliers | 37 |
| Ratio of transactions paid | 40 |
| Ratio of outstanding transactions | 22 |
These parameters have been calculated in accordance with the provisions of Article 5 of the Resolution of 29 January 2016 of the Spanish Accounting and Auditing Institute regarding the information to be included in the annual accounts report with regard to the average period of payment to suppliers in commercial transactions, based on the balance of suppliers who, by their nature, are suppliers of goods and services, so that it includes the data pertaining to the items 'Trade creditors' in the statement of financial position (note 16 of the Annual Accounts de Aena S.M.E., S.A.).
| Thousands of euros | 2021 |
|---|---|
| Total payments made | 1,643,151 |
| Total outstanding payments | 384,834 |
In 2021, the average payment periods are adapted to the terms established by Act 15/2010. In those cases where a payment has been made outside of the legally binding period, this is due mainly to reasons not attributable to the Company: invoices not received on time, expired Spanish Tax Agency (AEAT) certificates, lack of documentary evidence of supplier bank accounts, among others.
| Thousands of euros | 2021 | 2020 | Variation | % Variation |
|---|---|---|---|---|
| Net cash from operating activities | 252,170 | 164,227 | 87,943 | 53.5% |
| Net cash used in investing activities | -649,362 | -506,440 | -142,922 | 28.2% |
| Net cash flows from/(used in) financing activities | 638,996 | 1,334,103 | -695,107 | -52.1% |
| Cash and cash equivalents at the beginning of the fiscal year | 1,141,265 | 149,375 | 991,890 | 664.0% |
| Cash and cash equivalents at the end of the fiscal year | 1,383,069 | 1,141,265 | 241,804 | 21.2% |
As a result of the exceptional situation caused by the pandemic, the cash flows of Aena S.M.E., S.A. are still affected by COVID-19, although there has been an improvement with respect to 2020.
To strengthen its liquidity, Aena continues to take the measures deemed necessary, and in April it signed loans with various financial institutions for a total amount of €700 million. These loans have maturities of between 2 and 5 years and drawdown periods until October 2021. In addition, in order to reduce the financial cost, an ESG-linked loan of €500 million has been contracted with Intesa Sanpaolo to pay off debt for the same amount in January 2022.
Although the net cash generated by the operating activities reflects the impact that the pandemic has had on Aena S.M.E., S.A.'s operations, €252.2 million have been generated in 2021, which represents a year-on-year increase of €87.9 million.
Changes in working capital dropped by €466.9 million, which is explained by the €469.0 million drop in 'debtors and other accounts receivable'mainly due to the transfer to accrual accounts of current and non-current assets, due to the reduction in income.
In investing activities, the cash flow was negative €649.4 million, mainly reflecting payments for acquisitions and replacements of non-financial fixed assets relating to airport infrastructure, which amounted to €653.8 million as detailed in section 5 (Investments).
The cash generated in the fiscal year 2021 corresponds to the allocation of €700 million of the credit lines signed in April 2021 and to the loan taken out with Intesa Sanpaolo for €500 million intended to pay off debt for the same amount in January 2022.
On the contrary, the repayment of the principal of Aena's debt with ENAIRE (as co-borrower with various financial institutions) in accordance with the established repayment schedule, amounting to €546.3 million.
The main risks to which Aena is exposed in its operating and financial activities are described in Note 5. Management of the operational and financial risks of the Annual Accounts of Aena S.M.E., S.A. for fiscal year 2021.
In the field of operational risks, these are mainly derived from the COVID-19 pandemic.
The appearance of COVID-19 in China and its rapid expansion to a large number of countries in the early months of 2020 led to the viral outbreak being classified as a pandemic by the World Health Organisation. The consequences of this health crisis and the containment measures taken in much of the world to contain the spread of infections caused by SARS-CoV-2 have significantly affected the global economy, with a very negative impact on businesses in the tourism and air transport sector as a result of radical restrictions on air operations and the mobility of people during the containment stages of the epidemic, and subsequently with successive waves and variants. Currently, measures that restrict the mobility of people are being relaxed and adapted based on the evolution of the level of infection and the consequent pressure on hospitals.
In this context, the Management of the Company has adopted a series of measures that it considers necessary to deal with the consequences —which to a large extent are unpredictable— of this unprecedented situation in order to cover the most significant risks that have been identified: the operational and business risk, the valuation of assets, and liquidity risk. As a consequence of the exceptional situation caused by the pandemic, the Company's cash flows have been drastically reduced since 2020 without having reached the levels prior to the pandemic during 2021. It also describes the health risk derived from the COVID-19 pandemic, and the legal and regulatory risk related to the uncertainty about the interpretation of legislation in the context of the current crisis and the adaptation to new and ongoing legal requirements.
The operational and business risks include the impact that the health crisis has had on air traffic in Aena S.M.E., S.A.'s airports and the mitigating measures implemented. Levers have also been identified through which Aena will drive the traffic recovery. These include: the progressive restart of the commercial activity and the negotiation process with the commercial operators is explained for agreeing on modifications in the contractual conditions, as well as the impact of the entry into force of Act 13/2021, dated 3 October 2021 and the application of its DF7 (see section 3.1.2 Commercial activity).
The operating scope also includes the regulatory risks associated with the regulated sector in which Aena S.M.E., S.A. operates and future changes or developments in the applicable regulations may have negative impacts on revenue, operating results and the financial position. It also includes the different operational risk factors that may affect the Company's activity, as they are directly related to the levels of passenger traffic and air operations at its airports.
With regard to the risks related to Brexit, on 31 January 2020, the departure of the United Kingdom from the European Union (Brexit) took place by means of the withdrawal agreement reached by both parties. It is considered that the potential consequences on air transport have been diffused in the current context dominated by the impact of COVID-19, so there are no relevant risks related to Brexit, with the exception of the requirement for ownership and control.
With regard to the main financial risks, Aena S.M.E., S.A. 's operations are exposed to various financial risks: market risk (including exchange rate risk and fair value interest rate risk), credit risk and liquidity risk. The global risk management programme focuses on the uncertainty of financial markets and tries to minimise the potential adverse effects on its financial profitability. In specific cases, the Company uses derivative financial instruments to hedge certain risk exposures.
Aena S.M.E., S.A. 's objectives when managing capital are to safeguard its capacity to continue as a going concern in order to provide shareholder returns and maintain an optimal capital structure in order to lower the cost of capital.
In the area concerning the risks derived from climate change, Aena S.M.E., S.A. is exposed to its effects, with environmental sustainability forming a key strategy for the company. This risk entails economic, operational and reputational impacts arising from the following matters:
When making traffic forecasts, and in addition to the foreseen macroeconomic environment, Aena S.M.E., S.A. has analysed the main risks, uncertainties and factors affecting air traffic, both globally, as well as those specific to the aviation sector, of these the possible impact of environmental measures is worth noting.
In the models proposed for developing air traffic projections, the impact of the following measures that are already being imposed in some European countries has been considered:
The impact that these measures could have on air traffic will depend on the conditions in which they are applied, although as of today there is still not enough detail on the scope and timeframes for their implementation. For this reason, and to limit the uncertainty associated with the application of these measures, instead of the theoretical scenario that the econometric models would produce, the Base Scenario chosen is located in the medium-low range of said econometric models (Note 7.e of Aena S.M.E., S.A.'s Annual Accounts).
Additionally, in recent years, various environmental initiatives that could have a major impact on the aviation sector, if they materialise, have emerged. Worth noting is the EU 'Fit for 55', which includes, among others, the following legislative proposals:
In preparing the Group's Financial Statements, management has taken into account the impact of climate change and assessing compliance with the objectives of the Climate Action Plan of Parent Company Aena S.M.E., S.A. These considerations have not had a significant impact on the judgements and estimates applied in preparing the financial information for the fiscal year.
With regard to the main litigations at 31 December 2021, it is worth noting first the claim filed by CEMUSA, Corporación Europea de Mobiliario Urbano, S.A. (fully owned by JCDECAUX EUROPE HOLDING) in which the amount of €55 million is claimed based on the clause 'rebus sic stantibus', with this claim not being related to COVID-19. This clause is invoked to support the claim of annulment of the contract, alleging that due to the 2008 crisis there was a fundamental change in the circumstances that motivated the contract and that it therefore prevents its compliance. On 05/10/2021, the preliminary hearing took place, and the trial hearing was set for 22/06/2022. The risk is considered remote.
Secondly, and as a consequence of the health crisis caused by COVID-19, legislators have been adopting temporary measures of an extraordinary nature to prevent and contain the virus and mitigate its health, social and economic impact throughout Spain. These included temporary restrictions to free movement and containment measures in areas of education, employment, business, leisure and places of worship.
Faced with these facts and as a consequence thereof, some lessees filed claims based on the legal doctrine of 'clausula rebus sic stantibus' requesting that the Courts consider the need to adopt an injunction in order for Aena S.M.E., S.A. to refrain from invoicing the rents agreed in the contracts and, at the same time, suspend their right to execute the guarantees available in the event of any non-payment, among other requests. All the foregoing is put forth with the consequent ordinary claim.
From the start date of the judicial dispute to the end of the fiscal year, 70 lawsuits have been notified and 56 rulings pertaining to injunctive relief have been issued, of which 24 are favourable to Aena S.M.E., S.A., 12 entail partial acknowledgement and 20 are unfavourable to Aena S.M.E., S.A..
Five judgements have been issued, all of which have partially acknowledged the demands, which recognise the economic rebalancing of the lease agreements in application of 'clausula rebus sic estantibus', but applying different methods of calculating the MAG under discussion. All judgements have been appealed by Aena S.M.E., S.A..
On 03/10/2021, the DF7 of Law 13/2021, of 1 October, which amends Law 16/1987, of 30 July, pertaining to Land Transport Management in matters of infractions related to the lease of vehicles with drivers and to fight delinquency in the field of road transport (hereinafter, DF7). The standard contains a regulation whereby business premise lease or assignment agreements are automatically and retroactively modified in the airports managed by Aena S.M.E., S.A.in order to rebalance the current agreements.
DF7 is, therefore, a standard applicable to a large part of the lease agreements that are the subject of the different judicial proceedings that are underway, as their purpose is that same modification of the agreements in application of 'clausula rebus sic stantibus'. Therefore, DF7 must necessarily be considered by the different judicial bodies when ruling on the aforementioned judicial dispute. However, Aena S.M.E., S.A., after consulting with renowned Law professionals, believes that DF7 is unconstitutional and should therefore not be applied by judges and courts to resolve legal disputes.
As Aena S.M.E., S.A.has no standing to file an appeal for unconstitutionality against DF7, it may only assert its unconstitutionality through the corresponding questions of unconstitutionality issued within the framework of the judicial proceedings in which its application has been decisive for the ruling. Raising an issue of unconstitutionality is not a right of the party that raises it, but a power of the judge or court. In this case, raising this issue, given the impact of DF7 on ongoing cases, due to the revenues Aena S.M.E., S.A.has failed to receive, would be clearly justified.
As a result of the foregoing and with respect to the litigation in progress, Aena S.M.E., S.A.is requesting that the judicial body, prior to issuing a ruling on the matter under discussion, raise a question of unconstitutionality under Art. 35 Organic Law of the Constitutional Court. Up to 31 December 2021, the question of unconstitutionality has been raised in 26 proceedings.
If the judicial body agreed to what has been requested, it will suspend the ruling on the proceeding and will raise a question of unconstitutionality to the Constitutional Court. Once a question of unconstitutionality has been raised in any of the pending judicial proceedings, it would be reasonable for the rest of the courts and tribunals to raise new issues or for the issues not to be ruled upon until the Constitutional Court has decided on the constitutionality of the law.
Of the five sentences referred to above, the only one issued after the entry into force of DF7 is the Judgement dated 19 November 2021 of the Court of First Instance No. 21 of Palma de Mallorca. This Judgement already applies DF7 as it understands there is no longer a need to issue a ruling as to whether there has been a change of circumstances in the contract that could lead to the demand being accepted in order to rebalance the economic conditions of the contract. Thus, Aen Aena S.M.E., S.A.a must accommodate its actions to the provisions of said DF7 and the lessee may not claim more measures and modifications to the agreement than those agreed by said regulation.
In any case, it should be noted that any judgements accepting the claims filed by the lessees only entail lower revenue for Aena S.M.E., S.A.
Aena's share price fluctuated throughout the period, ranging from a minimum of €126.90 to a maximum of €151.25. It closed the period at €138.80, which represents a fall in share price of 2.4% since 31 December 2020. In the same period, the IBEX 35 had an accumulated revaluation of 7.9%.

The main data on the performance of Aena's share on the continuous market of the Madrid Stock Exchange are summarised in the following table:
| 31/12/2021 | AENA.MC |
|---|---|
| Total volume traded (No. of shares) | 49,713,324 |
| Daily average volume traded for the period (No. of shares) | 194,193 |
| Capitalisation (€) | 20,820,000,000 |
| Closing price (€) | 138.80 |
| No. of shares | 150,000,000 |
| Free float (%) | 49% |
| Free float (shares) | 73,500,000 |
As regards the acquisition and disposal of treasury shares, as at 31 December 2021, Aena did not hold any treasury shares, so there was no impact on the yield obtained by the shareholders nor on the value of the shares.
The Non-financial information statement is included in the 2021 Consolidated Management Report, in accordance with the provisions of Directive 2014/95/EU of the European Parliament and of the European Council, and those of Act 11/2018, which amends the Commercial Code, the consolidated text of the Corporate Enterprises Act approved by Royal Legislative Decree 1/2010, of 2 July, and Act 22/2015, of 20 July, on Auditing of Accounts, in the field of non-financial information and diversity. This report is available on the Aena website (www.aena.es/en/).
From 31 December 2021 to the date the annual accounts of Aena S.M.E., S.A. were prepared, the following relevant facts have occurred:
To 27 January 2022, the TACRC has lifted the suspension of the contracting file and that Court has not issued a ruling on the indicated claims. These claims pertaining to contracting matters are not judicial, but rather administrative, and an administrative litigation appeal may be filed against the resolution before the National Court.
• On 17 February 2022, the CNMC issued its Resolution on the supervision of Aena's airport charges for 2022. According to the aforementioned Resolution, charges approved by Aena´s Board of Directors are applicable, which implies an IMAAJ of €9.95 per passenger and a rate variation of -3.17% compared to 2021 IMAAJ.
On 3 February 2022, the CNMC notified Aena of the initiation of a dispute procedure regarding the modification of the 2022 airport charges, requested by IATA Spain and Ryanair, which does not affect their application as of 1 March. The Company believes that this procedure will not change the charges approved by Aena and already supervised by the Commission.
In addition to the financial information prepared under the International Financial Reporting Standards adopted by the European Union (IFRS-EU), the reported financial information includes certain alternative performance measures (APM) in order to comply with the guidelines on alternative performance measures published by the European Securities and Markets Authority (ESMA) on 5 October 2015, as well as non-IFRS EU measures.
The performance measures included in this section rated as APM and non-IFRS EU measures have been calculated using Aena S.M.E., S.A.'s financial information, but are not defined or detailed in the applicable financial reporting framework.
These APM and non-IFRS EU measures have been used to plan, monitor and assess the evolution of Aena S.M.E., S.A. The Company considers these APM and non-IFRS EU measures are useful for Management and investors, since they allow a comparison of operating performance and the financial situation between periods. Although it does consider that these APM and non-IFRS EU measures allow for a better assessment of the evolution of Aena S.M.E., S.A.'s businesses, this information should only be considered as additional information, and in no case replaces the financial information presented in the Annual Accounts of Aena S.M.E., S.A. In addition, the way in which Aena S.M.E., S.A. defines and calculates these APM and non-IFRS EU measures may differ from the way they are calculated by other companies that use similar measurements and, therefore, may not be comparable.
The APM and non-IFRS measures used in this document can be categorised as follows:
The Net Debt is the main APM used by Management to measure the Company's level of indebtedness.
It is calculated as the total 'Financial Debt' (Non-current Financial Debt+Current Financial Debt) that appears in the Consolidated Statement of Financial Position of Aena S.M.E. S.A. less the 'Cash and cash equivalents' that also appear in said statement of financial position.
The definition of the terms included in the calculation is as follows:
Financial Debt: this means all financial debt with a financial cost as a result of:
Cash and cash equivalents:
Definition contained in p. 7 of IAS 7 'Cash flow statement'.
EBITDA ('Earnings Before Interest, Tax, Depreciation and Amortisation') is an indicator that measures the company's operating margin before deducting financial earnings, income tax and amortisations/depreciations. It is calculated as operating earnings plus amortisations/depreciations. By disregarding the financial and tax figures, as well as amortisation/depreciation accounting expenses that do not entail cash outflow, it is used by Management to assess the operating profit of the company and its business segments over time, allowing them to be compared with other companies in the sector.
It is calculated as the quotient of the Net Financial Debt divided by the EBITDA for each calculation period. In the event that the calculation period is less than the annual period, the EBITDA of the last 12 months will be taken.
The Group monitors capital structure based on this debt ratio.
The numerical reconciliation between the most directly reconcilable line item, total or subtotal, presented in the financial statements and the APM used is presented below:
| Alternative performance measures: Aena S.M.E., S.A. (Thousands of euros) | 31/12/2021 | 31/12/2020 | 31/12/2019 |
|---|---|---|---|
| NET DEBT | 6,931,567 | 6,540,411 | 6,200,437 |
| Non-current financial debt | 7,076,122 | 6,986,468 | 5,121,196 |
| Current financial debt | 1,238,514 | 695,208 | 1,228,616 |
| Cash and cash equivalents | -1,383,069 | -1,141,265 | -149,375 |
| EBITDA last 12 months | 695,719 | 809,326 | 2,671,927 |
| Operating profit/(loss) | -23,407 | 84,385 | 1,951,371 |
| Depreciation and Amortisation | 719,126 | 724,941 | 720,556 |
| Net Financial Debt Ratio/EBITDA | 10.0 x | 8.1x | 2.3 x |
| Net Financial Debt | 6,931,567 | 6,540,411 | 6,200,437 |
| EBITDA last 12 months | 695,719 | 809,326 | 2,671,927 |
| REGISTER | DATE | TYPE OF COMMUNICATION | DESCRIPTION | |
|---|---|---|---|---|
| 6825 | 28/01/2021 | ORI | On corporate governance | Communication on corporate governance |
| 7130 | 17/02/2021 | ORI | Other relevant information | A conference call being convened to present the results for the 2020 fiscal year |
| 740 | 24/02/2021 | II | On results | Press release Presentation of results 2020 |
| 738 | 24/02/2021 | II | On results | Presentation of results 2020 |
| 7261 | 24/02/2021 | ORI | Annual report on remuneration of directors |
Annual report on remuneration of directors 2020 |
| 7861 | 09/03/2021 | ORI | On business and financial situation | Final proposal of the Airport Regulation Document for 2022-2026 (DORA II) |
| 8087 | 22/03/2021 | ORI | Regulations of the Board | Regulations of the Board of Directors |
| 8120 | 23/03/2021 | ORI | The Board or General Shareholders' Meeting being convened |
Agreement to convene the General Shareholders' Meeting |
| 8160 | 25/03/2021 | ORI | Other relevant information | Aena's Climate Action Plan 2021-2030 |
| 8159 | 25/03/2021 | ORI | The Board or General Shareholders' Meeting being convened |
The Ordinary General Shareholders' Meeting of Aena, S.M.E., S.A. being convened |
| 8156 | 25/03/2021 | ORI | On credit ratings | Fitch Ratings confirms the long-term and short-term credit rating |
| 8508 | 12/04/2021 | ORI | On financial instruments - On business and financial situation |
Aena continues to adopt the measures deemed necessary to reinforce its liquidity |
| 8768 | 21/04/2021 | ORI | Other relevant information | A conference call being convened to present the results for the first quarter of 2021 |
| 8862 | 27/04/2021 | ORI | Other relevant information | Approval on a consultative basis of the Climate Action Plan 2021-2030 |
| 8861 | 27/04/2021 | ORI | On corporate governance | Ratification of appointment of a Director |
| 8860 | 27/04/2021 | ORI | The Board or General Shareholders' Meeting being convened |
Approval of General Shareholders Meeting Agreements |
| 8926 | 28/04/2021 | ORI | On corporate governance | Composition of the Sustainability and Climate Action Committee |
| 8956 | 29/04/2021 | ORI | On business and financial situation | Press release of results Q1 2021 |
| 9330 | 10/05/2021 | ORI | Other relevant information | Validity of the Aena Commercial Model |
| 924 | 07/06/2021 | II | On business and financial situation | Resolution on precautionary measures |
| 10176 | 24/06/2021 | ORI | Regulations of the Board | Regulations of the General Shareholders' Meeting |
| 10177 | 24/06/2021 | ORI | Regulations of the Board | Regulations of the Board of Directors |
| 10629 | 14/07/2021 | ORI | Other relevant information | Press Release Adolfo Suárez Madrid-Barajas Airport City |
| 10729 | 21/07/2021 | ORI | Other relevant information | A conference call being convened to present the results for the first half of 2021 |
| 10918 | 28/07/2021 | ORI | Notification of related-party transactions |
Notification of Related-Party Transactions |
| 10892 | 28/07/2021 | ORI | On business and financial situation | Presentation of results H1 2021 |
| 10893 | 28/07/2021 | ORI | On business and financial situation | Press release of results H1 2021 |
| 1067 | 23/09/2021 | II | On business and financial situation | New regulation of commercial food & Beverage and retail leases at the airports in the Aena network |
| 11890 | 28/09/2021 | ORI | On business and financial situation | Approval of the Airport Regulation Document for the fiscal years 2022-2026 (DORA II) |
| 11879 | 28/09/2021 | ORI | On corporate governance | Communication on the composition of the Board of Directors |
| 12075 | 05/10/2021 | ORI | On business and financial situation | On the Airport Regulation Document (DORA II) |
| 1087 | 06/10/2021 | II | On credit ratings | Fitch Ratings lowers the credit rating of Aena S.M.E., S.A. |
| 12123 | 08/10/2021 | ORI | Other relevant information | Publication of the specifications Adolfo Suárez Madrid-Barajas Airport City Area 1 |
| 12287 | 21/10/2021 | ORI | Other relevant information | Aena announces the presentation of the results corresponding to the first nine months of 2021 |
| 12436 | 28/10/2021 | ORI | On corporate governance | Communication on the composition of the Board of Directors |
| 12642 | 29/10/2021 | ORI | On business and financial situation | Presentation [of results] and management report 9M 2021 |
| 12643 | 29/10/2021 | ORI | On business and financial situation | Press release on results 9M 2021 |
| 12845 | 22/11/2021 | ORI | Other relevant information | London Luton airport concession agreement |
| 13303 | 21/12/2021 | ORI | Notification of related-party transactions |
Notification of related-party transactions |
| 13394 | 29/12/2021 | ORI | Other relevant information | TACRC Resolutions |
II-Inside information ORI-Other relevant information
Aena's Annual Corporate Governance Report for the year 2021 is part of this management report and is presented in the Consolidated Management Report, which is available since the date of publication of the consolidated Annual Accounts on the website of the Spanish National Securities Market Commission and on Aena's website (www.aena.es).
Aena's Annual Remuneration Report for the year 2021 is part of this management report and is presented in the Consolidated Management Report, which is available since the date of publication of the consolidated Annual Accounts on the website of the Spanish National Securities Market Commission and on Aena's website (www.aena.es).

On 22 February 2022, in accordance with the normative requirements, the Board of Directors of the company Aena, S.M.E., S.A. has prepared the individual Financial Statements and the Individual Director's Report, which include Non-Financial Information Statement, for the year ended on 31 December 2021 with the requirements established on the Commission Regulation UE 2019/815, which comprise the file with the following hash code: 0ec3125a2f673151693ae5e416c6e694602408eeb679326fac85cead5d1fe773
The members of the Board of Directors with the signature of this diligence declare signed the aforementioned Individual Financial Statements and the Individual Director's Report for the year ended on 31 December 2021, for its audit verification and approval by the General Meeting of Shareholders.
| Cargo | Nombre | Firma |
|---|---|---|
| Chairman | Mr. Maurici Lucena Betriu | |
| Director | Mrs. Pilar Arranz Notario | |
| Director | Mr. Ángel Luis Arias Serrano1 | |
| Director | Mrs. Irene Cano Piquero | |
| Director | Mr. Manuel Delacampagne Crespo |
|
| Director | Mr. Juan Ignacio Díaz Bidart | |
| Director | Mr. Josep Antoni Durán i Lleida | |
| Director | Mrs. Leticia Iglesias Herraiz | |
| Director | Mr. Amancio López Seijas |
1 Due to the impossibility of attending the meeting of the Board of Directors, Mr. Ángel Luis Arias Serrano delegates his vote to formulate the annual accounts, as well as the signature of the them, to Mr. Raúl Míguez Bailo.
| Director | Mr. Francisco Javier Marín San Andrés |
|
|---|---|---|
| Director | Mrs. Angélica Martínez Ortega | |
| Director | Mr. Raúl Míguez Bailo | |
| Director | Mr. Juan Río Cortés2 | |
| Director | TCI Advisory Services LLP (Mr. Christopher Anthony Hohn)3 |
|
| Director | Mr. Jaime Terceiro Lomba |
Mr. Juan Carlos Alfonso Rubio Secretario del Consejo de Administración Aena, S.M.E., S.A.
2 Mr. Juan Río Cortés has formulated these annual accounts attending the meeting by videoconference. Because of Mr. Juan Río Cortés is not present at the time of signature of the accounts he delegates the signature to Mr. Jaime Terceiro Lomba.
3 Mr. Christopher Anthony Hohn has formulated these annual accounts attending the meeting by videoconference call. Because of Mr. Christopher Anthony Hohn is not present at the time of signature of the accounts he delegates the signature to Mr. Jaime Terceiro Lomba.
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