CAPÍTULO III: ESTUDIO DE CASOS
2. Caso I: Incubadora de base tradicional Incubadora del Municipio de Luján de Cuyo – LiNC “Luján Incuba”
2.3. PRINCIPIO N° 3: PARTICIPACIÓN DE LAS PERSONAS
Fraport AG and all affiliated companies are included in the consolidated financial statements in full. Joint ventures and associated companies are accounted in the consolidated financial statements for using the equity method. For more information on the effects of the first-time application of IFRS 11 on the accounting of joint ventures, see note 4 under “New standards, interpretations, and changes”.
Companies controlled by Fraport AG are considered to be affiliated companies. A company is controlled by Fraport AG if Fraport AG holds decision-making power on the basis of voting or other rights allowing it to determine the significant activities of the affiliated company, participates in positive or negative variable returns from the affiliated company, and is able to affect these returns through its decision-making power.
Inclusion in the consolidated financial statements commences on the date when control is obtained.
A joint arrangement applies if the Fraport Group makes joint decisions on operations on the basis of a contractual agreement with third parties. Joint management is exercised if decisions on significant activities require the unanimous agreement of all parties. A joint arrangement is either a joint operation or a joint venture. For all joint arrangements in the Fraport Group, the partners have a share in the net assets of a jointly managed, legally independent company; these are therefore joint ventures.
Associated companies are Fraport investments in which Fraport AG is able to exercise major influence on financial and business policies.
The annual financial statements of the companies included in the consolidated financial statements are prepared on the basis of shared accounting and valuation principles.
The fiscal year of Fraport AG and all consolidated companies is the calendar year.
The consolidated financial statements of Fraport AG are dominated by the parent company. The companies included in the consolidated financial statements changed as follows during the 2014 fiscal year:
Germany Other countries Total
Fraport AG 1 0 1
Fully consolidated subsidiaries
December 31, 2013 24 15 39
Additions 0 9 9
Disposals 0 – 2 – 2
December 31, 2014 24 22 46
Companies accounted for using the equity method Joint ventures December 31, 2013 7 5 12 Additions 0 0 0 Disposals 0 0 0 December 31, 2014 7 5 12 Associated companies December 31, 2013 3 3 6 Additions 0 2 2 Disposals 0 0 0 December 31, 2014 3 5 8
Companies consolidated including companies accounted for using the equity
method on December 31, 2013 35 23 58
Companies consolidated including companies accounted for using the equity
method on December 31, 2014 35 32 67
Additions of subsidiaries relate to the acquisitions of the AMU Holdings Inc. Group, consisting of eight companies in total, as well as Aerodrom Ljubljana, d.d., Zgornji Brnik (Aerodrom Ljubljana). Disposals of subsidiaries relate to the inactive companies International Aviation Security, Lda., Lisbon, and International Aviation Security (UK) Ltd., London. The deconsolidation of the companies has had no material effect on Fraport’s consolidated financial statements. Additions of associated companies relate to the capital shares in Aerodrom Portoroz, d.o.o., Secovlje (30.46 %), and Adria Airways Tehnika, d.d., Zgornji Brnik (47.67 %) acquired with Aerodrom Ljubljana.
On April 8, 2014, Fraport AG acquired the remaining 49 % of the capital shares in Fraport Passenger Services GmbH, Frankfurt am Main (formerly FPS Frankfurt Passenger Services GmbH). As this was a purchase of shares in a subsidiary with no change in status, the acquisition was recorded as a shareholders’ equity transaction with non-controlling interests. Overall, the acquisition has had no material effect on the consolidated financial statements.
Companies included in consolidation
Table 40 107
The companies GCS Gesellschaft für Cleaning Service mbH & Co. Airport Frankfurt/Main KG, Frankfurt am Main, and FSG Flughafen-Service GmbH, Frankfurt am Main, in which Fraport AG holds 40 % and 33.33 % of shares respectively, have been included in the consolidated financial statements as subsidiaries. Due to contractual stipulations, Fraport AG has actual control over these companies.
Fraport AG holds a 52 % capital share in the company N*ICE Aircraft Services & Support GmbH, Frankfurt am Main. The company is included in the consolidated financial statements as a joint venture with 52 % according to the equity method due to contractually agreed joint management and control.
operational services GmbH & Co. KG, Frankfurt am Main, in which Fraport AG holds 50 % of the shares, cannot be recognized as an associated company due to the extensive rights of the other shareholder, and is therefore reported under other investments along with the other financial assets.
A complete list of shareholdings pursuant to Section 313 (2) of the HGB is given under note 58 of the Group notes.
Acquisition of shares in subsidiaries
AMU Holdings Inc.
Fraport AG acquired 100 % of the shares in the US company AMU Holdings Inc., Pittsburgh with effect from August 1, 2014. The investments held by AMU Holdings Inc. operate and develop commercial terminal areas at the four US airports in Pittsburgh, Boston, Baltimore, and Cleveland via concession agreements. The acquisition expands Fraport’s international portfolio to include the North American airport market and strengthens the Group’s position in the profitable retail business.
The following overview shows the fair values of the assets and liabilities acquired as at August 1, 2014, and the consideration transferred in return.
Purchase price allocation of the shares acquired in AMU Holdings Inc.
€ million Fair values at the
time of acquisition
Cash and cash equivalents 3.2
Intangible assets 36.2
Property, plant, and equipment 18.8
Trade accounts receivable 2.2
Other receivables and financial assets 0.9
Income tax receivables 0.7
Total assets 62.0
Trade accounts payable – 3.7
Other liabilities – 2.2
Provisions for deferred taxes – 12.3
Total liabilities – 18.2
Net assets 43.8
Goodwill 1.0
Consideration transferred in cash and cash equivalents 44.8
Less acquired cash and cash equivalents – 3.2
Net cash outflow from company acquisition 41.6
Table 41
The purchase price was allocated on the basis of a valuation report. It was attributable for the most part to the concession rights accounted for under intangible assets and to property, plant, and equipment, and was paid for in liquid funds. The incidental acquisition costs, amounting to around €0.5 million, were recorded under other operating expenses. The goodwill remaining after purchase price allocation is allocated to existing processes, and to the deferred tax liabilities recognized during purchase price allocation.
The company has been fully consolidated in Fraport’s consolidated financial statements since the date of the acquisition, and is allocated to the External Activities & Services segment. Revenue of €20.6 million, EBITDA of €3.8 million and a profit of €1.1 million are included in the consolidated statement of comprehensive income as at December 31, 2014 from the date of acquisition of AMU Holdings Inc. For the entirety of 2014, AMU Holdings Inc. generated revenue of €38.9 million, and a loss of €1.2 million (company result for the year, including the continuation of the hidden reserves uncovered at the time of acquisition).
Aerodrom Ljubljana, d.d.
On October 10, 2014, Fraport AG acquired 75.55 % of the shares in the listed company Aerodrom Ljubljana, d.d., Slovenia. The company operates the airport of Slovenia’s capital city of Ljubljana.
Owing to the share purchase, an offer at a price of €61.75 per share was made to the remaining shareholders. Since the completion of the public takeover proceeding on November 25, 2014, Fraport has been in possession of a total of 97.99 % of the shares in Aerodrom Ljubljana, d.d. The total purchase price for the shares, paid in liquid funds, was €229.7 million. The incidental costs associated with the acquisition of the company, amounting to around €0.4 million, are recorded under other operating expenses.
Fraport expects the airport to have a positive operating and financial performance in the coming years. In addition to passenger traffic, Fraport primarily anticipates positive effects from the development of the commercial areas at the airport.
The company has been fully consolidated in Fraport’s consolidated financial statements since the date of the acquisition and is allocated to the External Activities & Services segment.
The following overview shows the fair values of the assets and liabilities acquired at the time of acquisition and the consideration transferred in return.
Purchase price allocation of the shares acquired in Ljubljana Aerodrom, d.d.
€ million Fair values at the
time of acquisition
Cash and cash equivalents 0.2
Intangible assets 65.0
Property, plant, and equipment 165.4
Trade accounts receivable 5.4
Other receivables and financial assets 10.3
Inventories 0.3
Total assets 246.6
Trade accounts payable – 4.0
Other liabilities – 0.5
Other provisions – 1.0
Provisions for deferred taxes – 24.7
Total liabilities – 30.2
Net assets 216.4
Goodwill 18.0
Non-controlling interests – 4.7
Consideration transferred in cash and cash equivalents 229.7
Less acquired cash and cash equivalents – 0.2
Net cash outflow from company acquisition 229.5
Table 42 109
The purchase price was allocated on the basis of a valuation report. It was essentially attributable to the airport infra- structure recorded under property, plant, and equipment and to a right to operate the airport derived from an existing long-term land use contract with a term of 40 years, which was recorded as an intangible asset. The goodwill remaining after purchase price allocation is allocated to the existing processes and the deferred tax liabilities recognized during purchase price allocation.
Revenue of €7.2 million, EBITDA of €1.7 million, and a loss of €0.6 million are included in the consolidated statement of comprehensive income as at December 31, 2014 from the date of acquisition of Ljubljana Aerodrom, d.d. In the entire 2014 fiscal year, Ljubljana Aerodrom, d.d. generated revenue of €32.0 million and a profit of €1.5 million (company result for the year, including the continuation of the hidden reserves uncovered at the time of acquisition).
The non-controlling interests were accounted at their fair value of €4.7 million as derived from the valuation report for purchase price allocation at the time of acquisition.
Disclosure of interests in subsidiaries
The following table shows summarized financial information for the companies Lima and Twin Star, from which the Fraport Group has substantial non-controlling interests. Lima Airport Partners S.R.L., Lima operates Lima International Airport in Peru. Fraport Twin Star Airport Management AD, Varna operates Varna and Burgas Airports in Bulgaria. Further information on both companies can be found in note 51 (Service concession agreements).
Disclosure of interests in subsidiaries
€ million Lima Twin Star
December 31,
2014 December 31, 2013 December 31, 2014 December 31, 2013
Participation quota, non-controlling interests 29.99 % 29.99 % 40.00 % 40.00 %
Non-current assets 312.2 275.7 204.3 209.0
Current assets 94.1 65.6 26.6 24.3
Non-current liabilities 258.6 239.9 97.6 103.5
Current liabilities 68.6 55.3 53.1 61.5
Shareholders’ equity/net assets 79.1 46.1 80.2 68.3
Carrying amount, non-controlling interests 23.7 13.8 32.1 27.3
2014 2013 2014 2013
Revenue 214.3 208.0 60.7 101.1
Result after taxes 32.1 26.4 15.8 13.7
Other result 9.1 – 2.6 0.1 0.0
Comprehensive income 41.2 23.8 15.9 13.7
Proportion of non-controlling interests in comprehensive income 12.4 7.1 6.4 5.5
Cash flow from operating activities 45.7 41.8 23.9 23.7
Cash flow used in investing activities – 10.1 – 14.5 – 6.5 – 44.4 Cash flow used in financing activities – 14.4 – 19.6 – 16.2 29.1
Change in cash and cash equivalents 21.2 7.7 1.2 8.4
Cash and cash equivalents as at January 1 53.6 48.1 18.6 10.2 Foreign currency translation effects on cash and cash equivalents 7.1 – 2.2 0.0 0.0 Cash and cash equivalents as at December 31 81.9 53.6 19.8 18.6
Dividends to non-controlling interests 2.5 3.1 1.6 0.0
Table 43
All subsidiaries are fully consolidated in the Fraport consolidated financial statements. The capital shares in the subsidiaries directly held by Fraport AG as a parent company do not differ from the proportion of voting rights held. There are no preferred shares in the subsidiaries.
There are no significant restrictions pursuant to IFRS 12.