United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
REPORT OF A FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
Commission File Number: 1-12260
Coca-Cola FEMSA, S.A.B. de C.V.
(Exact name of the Registrant as specified in the charter)
Calle Mario Pani No. 100,
Santa Fe Cuajimalpa,
Cuajimalpa de Morelos,
05348, Ciudad de México,
México
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
TABLE OF CONTENTS
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Operating and Financial Review Nine Months Ended September 30, 2019 |
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We have prepared this report to provide our investors with disclosure and financial information regarding recent developments in our business and results of operations for the nine months ended September 30, 2019.
The information in this report supplements information contained in our annual report on Form 20-F for the year ended December 31, 2018 (File No. 001-12260), filed with the U.S. Securities and Exchange Commission on April 12, 2019.
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Some of the information contained or incorporated by reference in this report contains words such as believe, expect, anticipate and similar expressions that identify forward-looking statements. Use of these words reflects our views about future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements as a result of various factors that may be beyond our control, including, but not limited to:
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effects on our company from changes in our relationship with The Coca-Cola Company; |
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fluctuation in the prices of raw materials; |
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competition; |
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significant developments in Mexico, Central and South America; |
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fluctuation in currency exchange and interest rates; |
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our ability to implement our business expansion strategy, including our ability to successfully integrate mergers and acquisitions we have completed in recent years; and |
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economic or political conditions or changes in our regulatory or legal environment, including the impact of existing laws and regulations, changes thereto or the imposition of new taxes, environmental, health, energy, foreign investment and/or antitrust laws or regulations impacting our business, activities and investments. |
Forward-looking statements involve inherent risks and uncertainties. We caution you not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. Some of these factors are discussed under Risk Factors in our most recent annual report on Form 20-F and include economic and political conditions and government policies in the countries in which we operate, inflation rates, exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. You should evaluate any statements made by us in light of these important factors.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
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Certain Defined Terms
The terms Coca-Cola FEMSA, our company, we, us and our, are used in this report to refer to Coca-Cola FEMSA, S.A.B. de C.V. and, except where the context otherwise requires, its subsidiaries on a consolidated basis.
Currency
References herein to U.S.$ are to U.S. dollars. References herein to Ps. are to Mexican pesos. U.S. dollar amounts in the tables are presented solely for convenience. This report contains translations of various Mexican peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations, or any other currency translations included herein, as representations that the Mexican peso amounts actually represent the U.S. dollar or other foreign currency amounts or could be converted into U.S. dollars or such other foreign currency at the rate indicated. Unless otherwise indicated, we have translated U.S. dollar amounts from Mexican pesos at the exchange rate of Ps. 19.7420 to U.S. $1.00, which was the noon buying rate for Mexican pesos per U.S. dollar as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates for September 30, 2019.
Rounding
Certain figures included in this report have been rounded for ease of presentation. Percentage figures included in this report have not, in all cases, been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements. Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding.
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OPERATING AND FINANCIAL REVIEW NINE MONTHS ENDED SEPTEMBER 30, 2019
The following is a summary and discussion of our unaudited interim condensed consolidated financial information as of September 30, 2019 and for the nine month periods ended September 30, 2019 and 2018. The following tables and discussion should be read in conjunction with our audited consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2018.
In the opinion of our management, the unaudited interim condensed consolidated financial information discussed below is prepared in compliance with International Accounting Standards 34, Interim Financial Statements (IAS 34) and includes all adjustments, consisting only of normal and recurring adjustments, necessary for the fair presentation of this financial information in a manner consistent with the presentation under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board made in our audited annual consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2018, except for those adjustments related to IFRS 16 Leases (IFRS 16), which we adopted beginning on January 1, 2019. For further information, see note 2.4.1 to our unaudited interim condensed consolidated financial statements as of September 30, 2019 and for the nine month periods ended September 30, 2019 and 2018 (the Interim Financial Statements) attached to this Form 6-K as Exhibit 99.1.
Interim Condensed Consolidated Financial Data
For the nine months ended September 30, | ||||||||||||
2019(1)(2) | 2019(2) | 2018 (3)(4) | ||||||||||
(in millions, except percentages) | ||||||||||||
Income Statement Data: |
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Total revenues |
US$ | 7,218 | Ps. 142,504 | Ps. 130,577 | ||||||||
Cost of goods sold |
3,952 | 78,030 | 70,427 | |||||||||
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Gross profit |
3,266 | 64,474 | 60,150 | |||||||||
Administrative expenses |
328 | 6,485 | 5,942 | |||||||||
Selling expenses |
1,923 | 37,944 | 36,283 | |||||||||
Other income |
64 | 1,261 | 407 | |||||||||
Other expenses |
113 | 2,230 | 1,244 | |||||||||
Interest expense |
265 | 5,235 | 5,461 | |||||||||
Interest income |
46 | 907 | 702 | |||||||||
Foreign exchange loss (gain), net |
8 | 166 | (52 | ) | ||||||||
(Gain) on monetary position for subsidiaries in hyperinflationary economies |
(4 | ) | (78 | ) | (117 | ) | ||||||
Market value loss on financial instruments |
8 | 150 | 246 | |||||||||
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Income before income taxes from continuing operations and share of profit in equity accounted investees |
735 | 14,510 | 12,252 | |||||||||
Income taxes |
200 | 3,953 | 3,773 | |||||||||
Share of the loss of equity accounted investees, net of taxes |
(5 | ) | (95 | ) | (161 | ) | ||||||
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Net income for continuing operations |
530 | 10,462 | 8,318 | |||||||||
Net income for discontinued operations |
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Consolidated net income |
530 | 10,462 | 8,894 | |||||||||
Attributable to: |
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Equity holders of the parent for continuing operations |
511 | 10,095 | 7,877 | |||||||||
Equity holders of the parent for discontinued operations |
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Non-controlling interest for continuing operations |
19 | 367 | 441 | |||||||||
Non-controlling interest for discontinued operations |
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Consolidated net income |
530 | 10,462 | 8,894 | |||||||||
Ratio to Revenues (%) |
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Gross profit margin |
45.2 | 45.2 | 46.1 | |||||||||
Net income margin |
7.3 | 7.3 | 6.8 |
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September 30,
2019(1)(2) |
As of
September 30, 2019(2) |
December 31,
2018(3) |
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(in millions) | ||||||||||||
Balance Sheet Data: |
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Cash and cash equivalents |
US$ | 1,531 | Ps. 30,230 | Ps. 23,727 | ||||||||
Accounts receivable, net, inventories, recoverable taxes, other current financial assets and other current assets |
1,610 | 31,778 | 33,763 | |||||||||
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Total current assets |
3,141 | 62,008 | 57,490 | |||||||||
Investments in other entities |
536 | 10,587 | 10,518 | |||||||||
Rights of use assets |
69 | 1,358 | | |||||||||
Property, plant and equipment, net |
3,009 | 59,405 | 61,942 | |||||||||
Intangible assets, net |
5,697 | 112,464 | 116,804 | |||||||||
Deferred tax assets, other non-current financial assets and other non-current assets |
855 | 16,878 | 17,033 | |||||||||
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Total non-current assets |
10,166 | 200,692 | 206,297 | |||||||||
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Total assets |
13,307 | 262,700 | 263,787 | |||||||||
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Bank loans and notes payable |
30 | 596 | 1,382 | |||||||||
Current portion of non-current debt |
816 | 16,103 | 10,222 | |||||||||
Current portion of lease liabilities |
24 | 471 | | |||||||||
Interest payable |
50 | 993 | 497 | |||||||||
Suppliers, accounts payable, taxes payable and other current financial liabilities |
1,931 | 38,124 | 33,423 | |||||||||
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Total current liabilities |
2,851 | 56,287 | 45,524 | |||||||||
Bank loans and notes payable |
3,030 | 59,821 | 70,201 | |||||||||
Long-term lease liabilities |
46 | 913 | | |||||||||
Post-employment and other non-current employee benefits, deferred tax liabilities, other non-current financial liabilities, provisions and other non-current liabilities |
810 | 15,978 | 16,312 | |||||||||
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Total non-current liabilities |
3,886 | 76,712 | 86,513 | |||||||||
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Total liabilities |
6,737 | 132,999 | 132,037 | |||||||||
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Total equity |
6,570 | 129,701 | 131,750 | |||||||||
Equity attributable to equity holders of the parent |
6,233 | 123,042 | 124,944 | |||||||||
Non-controlling interest in consolidated subsidiaries |
337 | 6,659 | 6,806 | |||||||||
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Total liabilities and equity |
13,307 | 262,700 | 263,787 |
(1) |
Translation to U.S. dollar amounts at an exchange rate of Ps. 19.7420 to U.S.$1.00 solely for the convenience of the reader. |
(2) |
We initially adopted IFRS 16 on January 1, 2019 using the modified retrospective approach under which the comparative information is not restated. |
(3) |
Includes results of Alimentos y Bebidas Atlantida, S.A., or ABASA, and Comercializadora y Productora de Bebidas Los Volcanes, S.A., or Los Volcanes, consolidated since May 2018 and of Montevideo Refrescos S.R.L., or Monresa, consolidated since July 2018. |
(4) |
Revised to reflect the discontinued operations of Coca-Cola FEMSA Philippines, Inc. |
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Consolidated Results of Operations for the Nine Months Ended September 30, 2019 and 2018
As of January 1, 2019, we adopted IFRS 16 across all our business units. The impact of adopting IFRS 16 on our consolidated statement of financial position includes the recognition of a right-of-use asset measured at an amount equal to the lease liability at the adoption date. We have not restated prior periods to give effect to IFRS 16 because we elected the modified retrospective approach in our adoption of this new standard, so the comparison of our results of operations for the nine months ended September 30, 2019 with the corresponding period of the previous year is affected by the adoption of IFRS 16.
Consolidated Results
The comparability of our financial and operating performance in 2019 as compared to 2018 was affected by the following factors: (1) the ongoing integration of mergers, acquisitions, and divestitures completed in recent years, specifically the acquisitions in Guatemala and Uruguay in April and June 2018, respectively; (2) translation effects from fluctuations in exchange rates; and (3) our results in Argentina, which effective as of January 1, 2018 is considered a hyperinflationary economy. To translate the 2019 results of Argentina, we used the end-of-period exchange rate of 57.59 Argentine pesos per U.S. dollar. The depreciation of the Argentine peso relative to the U.S. dollar on September 30, 2019, as compared to the end-of-period exchange rate on September 30, 2018, was 39.6%. In addition, the average depreciation of currencies used in our main operations relative to the U.S. dollar in the nine months ended September 30, 2019, as compared to the same period in 2018, was: 7.9% for the Brazilian real, 1.1% for the Mexican peso, 12.2% for the Colombian peso and 14.6% for the Uruguayan peso.
Total Revenues. Our consolidated total revenues increased by 9.1% to Ps. 142,504 million in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of price increases aligned with or above inflation and volume growth in key territories coupled with extraordinary operating revenues related to an entitlement to reclaim tax payments made in prior years in Brazil. These effects were partially offset by the depreciation of the Argentine peso, the Brazilian real and the Colombian peso, in each case as compared to the Mexican peso. On a comparable basis, excluding the effects that affect comparability mentioned above, total revenues would have increased by 11.0% in the nine months ended September 30, 2019, as compared to the same period in 2018, mainly as a result of an increase in the average price per unit case across our operations and volume growth in Brazil and Central America.
Total sales volume increased by 1.2% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, total sales volume would have increased by 0.9% in the nine months ended September 30, 2019 as compared to the same period in 2018.
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In the nine months ended September 30, 2019, sales volume of our sparkling beverage portfolio increased by 1.7%, sales volume of our colas portfolio increased by 1.7%, while sales volume of our flavored sparkling beverage portfolio rose by 1.5%, in each case as compared to the same period in 2018. On a comparable basis, sales volume of our sparkling beverage portfolio would have increased by 1.2% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven mainly by growth in Brazil. Sales volume of our colas portfolio would have increased by 1.1% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly due to volume growth in Brazil, and sales volume of our flavored sparkling beverages portfolio would have risen by 1.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of our still beverage portfolio decreased by 0.6% in the nine months ended September 30, 2019, as compared to the same period in 2018. On a comparable basis, sales volume of our still beverage portfolio would have increased by 0.6% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by growth in Brazil, and Uruguay, which was partially offset by a volume decrease in Central America, Colombia and Mexico. |
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Sales volume of our bottled water category, excluding bulk water, decreased by 2.2% in the nine months ended September 30, 2019, as compared to the same period in 2018. On a comparable basis, sales volume of our water portfolio would have decreased by 2.0% in the nine months ended September 30, 2019, as compared to the same period in 2018, as growth in Brazil, Central America and Uruguay was partially offset by a volume decrease in Colombia and Mexico. |
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Sales volume of our bulk water category rose by 0.5% in the nine months ended September 30, 2019, as compared to the same period in 2018. On a comparable basis, sales volume of our bulk water portfolio would have increased by 0.7% in the nine months ended September 30, 2019, as compared to the same period in 2018, mainly as a result of volume growth in Brazil and Mexico, which was partially offset by a volume decrease in Central America and Colombia. |
Consolidated average price per unit case increased by 6.0% to Ps. 52.32 in the nine months ended September 30, 2019, as compared to Ps. 49.34 in the same period in 2018, mainly as a result of pricing initiatives which were partially offset by the negative translation effect resulting from the depreciation of all of our operating currencies relative to the Mexican peso. On a comparable basis, average price per unit case would have increased by 8.1% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven mainly by average price per unit case increases in local currency in Mexico and Brazil.
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Gross Profit. Our gross profit increased by 7.2% to Ps. 64,474 million in the nine months ended September 30, 2019; with a gross margin decline of 90 basis points to reach 45.2% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, our gross profit would have increased by 8.8% in the nine months ended September 30, 2019, as compared to the same period in 2018. Our pricing initiatives, together with more stable sweetener and PET prices were offset by: i) higher concentrate costs in Mexico; ii) higher concentrate costs in Brazil, resulting from the reduction of tax credits on concentrate purchased from the Manaus Free Trade Zone; and iii) the depreciation of the average exchange rate of all of our operating currencies as applied to our U.S. dollar-denominated raw material costs.
The components of cost of goods sold include raw materials (principally concentrate, sweeteners and packaging materials), depreciation costs attributable to our production facilities, wages and other labor costs associated with labor force employed at our production facilities and certain overhead costs. Concentrate prices are determined as a percentage of the retail price of our products in local currency, net of applicable taxes. Packaging materials, mainly PET resin and aluminum, and HFCS, used as a sweetener in some countries, are denominated in U.S. dollars.
Administrative and Selling Expenses. Our administrative and selling expenses increased by 5.2% to Ps. 44,429 million in the nine months ended September 30, 2019 as compared to the same period in 2018. Our administrative and selling expenses as a percentage of total revenues decreased by 110 basis points to 31.2% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of labor and freight expense efficiencies, which were partially offset by the effects of unfavorable operating foreign exchange translations. In the nine months ended September 30, 2019, we continued investing across our territories to support marketplace execution, increase our cooler coverage, and bolster our returnable presentation base.
Other Expenses Net. We recorded other expenses net of Ps. 969 million in the nine months ended September 30, 2019 as compared to Ps. 837 million in the same period in 2018, mainly as a result of severance payments of Ps. 1,058 million related to the implementation of efficiency initiatives designed to create a leaner and more agile organization, partially offset by the tax actualization effect of tax reclaim proceeds received in Brazil.
Comprehensive Financing Result. The term comprehensive financing result refers to the combined financial effects of net interest expenses, net financial foreign exchange gains or losses, market value gains or losses on financial instruments, and net gains or losses on the monetary position of hyperinflationary countries where we operate. Net financial foreign exchange gains or losses represent the impact of changes in foreign exchange rates on financial assets or liabilities denominated in currencies other than local currencies. A financial foreign exchange loss arises if a liability is denominated in a foreign currency that appreciates relative to the local currency between the date the liability is incurred or the beginning of the period, whichever occurs first, and the date it is repaid or the end of the period, whichever occurs first, as the appreciation of the foreign currency results in an increase in the amount of local currency, which must be exchanged to repay the specified amount of the foreign currency liability.
Comprehensive financing result in the nine months ended September 30, 2019 recorded an expense of Ps. 4,566 million as compared to an expense of Ps. 4,836 million in the same period in 2018. This 5.6% decrease was mainly driven by a 9.1% decrease in interest expense, net in the nine months ended September 30, 2019 as compared to the same period in 2018. This reduction in interest expense, net, was primarily a result of the reduction of interest expense driven by the maturity and repayment during 2018 of a U.S. dollar denominated bond. In addition, the reduction of interest expense, net, was partially offset by a foreign exchange loss of Ps. 166 million in the nine months ended September 30, 2019 as compared to a foreign exchange gain of Ps.52 million in the same period in 2018, as a result of the appreciation of the Mexican peso relative to the U.S. dollar as applied to our U.S. dollar-denominated cash position. In the nine months ended September 30, 2019 we recognized a Ps. 78 million gain in monetary position in hyperinflationary subsidiaries related to our operations in Argentina, as compared to a gain of Ps. 117 million in the same period in 2018, also related to Argentina.
Income Taxes. In the nine months ended September 30, 2019, our effective income tax rate was 27.2% as compared to 30.8% in the same period in 2018. This decrease was driven mainly by the increase in the relative weight of our Mexico operations profits in our consolidated results, which have a lower tax rate, coupled with certain tax efficiencies across our operations.
Share of the Loss of Equity Accounted Investees, Net of Taxes. In the nine months ended September 30, 2019, we recorded a loss of Ps. 95 million in the share of the loss of equity accounted investees, net of taxes as compared to a loss of Ps. 161 million in the same period in 2018, mainly due to improvements in the results of our investment in Jugos del Valle.
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Net Income (Equity holders of the parent). We reported a net controlling interest income from continuing operations of Ps. 10,095 million in the nine months ended September 30, 2019, as compared to a net controlling interest income of Ps. 7,877 million in the same period in 2018. This was mainly driven by an increase in gross profit coupled with a reduction in our comprehensive financing result and our effective tax rate, as described above.
Results by Consolidated Reporting Segment
Mexico and Central America
Total Revenues. Total revenues in our Mexico and Central America consolidated reporting segment increased by 9.7% to Ps. 81,996 million in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of an increase in the average price per unit case in the division, volume growth in Central America and the consolidation of our acquisitions of ABASA and Los Volcanes in Guatemala since May 2018.
Total sales volume in our Mexico and Central America consolidated reporting segment remained flat at 1,568 million unit cases in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of flat volumes in Mexico.
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Sales volume of our sparkling beverage portfolio increased by 1.1% in the nine months ended September 2018 as compared to the same period in 2018, driven by a 1.1% increase in our colas portfolio, and a 1.0% increase in our flavored sparkling beverage portfolio, in each case compared to the nine months ended September 30, 2018. On a comparable basis, sales volume of our sparkling beverage portfolio would have decreased by 0.5% in the nine months ended September 30, 2019 as compared to the same period in 2018. Sales volume of our colas portfolio would have decreased by 0.7% in the nine months ended September 30, 2019 as compared to the same period in 2018, while sales volume of our flavored sparkling beverage portfolio would have risen by 0.4% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of our still beverage portfolio decreased by 0.8% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly due to a decline in Mexico, which was partially offset by growth in Central America. On a comparable basis, sales volume of our still beverage portfolio would have decreased by 1.2% in the nine months ended September 30, 2019, as compared to the same period in 2018. |
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Sales volume of bottled water, excluding bulk water, decreased by 6.6% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly driven by a decline in Mexico, which was partially offset by growth in Central America. On a comparable basis, sales volume of our bottled water portfolio would have decreased by 7.1% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by a decline in Mexico. |
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Sales volume of our bulk water portfolio rose 0.7% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Sales volume in Mexico slightly decreased by 0.9% to 1,393.6 million unit cases in the nine months ended September 30, 2019, as compared to 1,406.2 million unit cases in the same period in 2018.
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Sales volume of our sparkling beverage portfolio decreased by 0.7% in the nine months ended September 2018 as compared to the same period in 2018, driven by a 0.9% decrease in our colas portfolio, which was partially offset by a 0.3% increase in sales volume of our flavored sparkling beverage portfolio, in each case as compared to the nine months ended September 30, 2018. |
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Sales volume of our still beverage portfolio decreased by 1.1% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of bottled water, excluding bulk water, decreased by 8.2% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of our bulk water portfolio increased by 0.8% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Sales volume in Central America increased by 12.8% to 174.8 million unit cases in the nine months ended September 30, 2019, as compared to 155.0 million unit cases in the same period in 2018, mainly as a result of the acquisitions of ABASA and Los Volcanes in Guatemala.
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Sales volume of our sparkling beverage portfolio increased by 14.4% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by a 16.7% increase in sales volume of our colas portfolio and a 6.0% increase in sales volume of |
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our flavored sparkling beverage portfolio, in each case as compared to the nine months ended September 30, 2018. On a comparable basis, in the nine months ended September 30, 2019 sales volume of our sparkling beverage portfolio would have increased by 0.5%; sales volume of our colas portfolio would have increased by 0.4%, while sales volume of our flavored sparkling beverage portfolio would have risen by 1.0%, in each case as compared to the same period in 2018. |
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Sales volume of our still beverage portfolio increased by 0.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our still beverage portfolio would have decreased by 2.2% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of bottled water, excluding bulk water, increased by 9.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our bottled water portfolio would have increased by 3.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
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Sales volume of our bulk water portfolio declined by 2.9% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Gross Profit. Our gross profit in this consolidated reporting segment increased by 9.5% to Ps. 39,335 million in the nine months ended September 30, 2019 as compared to the same period in 2018; however, gross profit margin decreased by 10 basis points to 48.0% in the nine months ended September 30, 2019 as compared to the same period in 2018. Gross profit margin decreased mainly as a result of increases in concentrate prices in Mexico, an unfavorable currency hedging position and the depreciation of the average exchange rates of the Mexican peso, the Guatemalan quetzal, the Costa Rican colon and the Nicaraguan Cordoba, in each case as applied to our U.S. dollar-denominated raw material costs, which factors were partially offset by our pricing initiatives, more stable sweetener prices, and the decline of PET costs.
Administrative and Selling Expenses. Administrative and selling expenses as a percentage of total revenues in this consolidated reporting segment decreased by 140 basis points to 32.5% in the nine months ended September 30, 2019 as compared to the same period in 2018. Administrative and selling expenses, in absolute terms, increased 5.1% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven mainly by maintenance and marketing expenses, which was offset by labor expense efficiencies.
South America
Total Revenues. Total revenues in our South America consolidated reporting segment increased by 8.4% to Ps. 60,508 million in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of volume growth in Brazil coupled with extraordinary operating revenues related to an entitlement to reclaim tax payments made in prior years in Brazil, the average price per unit case growth across our territories, and the consolidation of our new acquisition in Uruguay, which began on July 1, 2018. These effects were partially offset by volume declines in the rest of our operations and negative translation effects due to the depreciation of the Argentine peso, the Brazilian real, the Colombian peso and the Uruguayan Peso in each case as compared to the Mexican peso. Total revenues for beer amounted to Ps. 10,848 million in the nine months ended September 30, 2019. On a comparable basis, total revenues would have increased by 15.7% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by volume growth in Brazil and average price per unit case increases in local currencies across our territories.
Total sales volume in our South America consolidated reporting segment increased by 2.5% to 911 million unit cases in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly as a result of volume growth in Brazil and the consolidation of our new acquisition in Uruguay during 2018, which was partially offset by volume decrease in Argentina and Colombia. On a comparable basis, total sales volume would have increased by 4.5% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly driven by volume growth in Brazil.
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Sales volume of our sparkling beverage portfolio increased by 2.7% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our sparkling beverage portfolio would have increased by 4.4% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly due to volume growth of our portfolio in Brazil, partially offset by volume decrease in Colombia and Uruguay. |
|
Sales volume of our still beverage portfolio remained flat in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our still beverage portfolio would have increased by 4.8% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by volume growth in Brazil and Uruguay, which was partially offset by volume decline in Colombia. |
|
Sales volume of our bottled water category, excluding bulk water, increased by 3.8% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our bottled water category, excluding bulk water, would have increased by 6.7% in the nine months ended September 30, 2019 as compared to the same period in 2018, with volume expansions in Brazil and Uruguay. |
8
|
Sales volume of our bulk water portfolio decreased by 2.3% in the nine months ended September 30, 2019 as compared to the same period in 2018. On a comparable basis, sales volume of our bulk water portfolio would have remained flat in the nine months ended September 30, 2019 as compared to the same period in 2018, as growth in Brazil was offset by a decline in Colombia. |
Sales volume in Brazil increased by 7.3% to 591 million unit cases in the nine months ended September 30, 2019, as compared to 551 million unit cases during the same period in 2018.
|
Sales volume of our sparkling beverage portfolio increased by 6.6% in the nine months ended September 30, 2019 as compared to the same period in 2018, as a result of a 7.0% increase in our colas portfolio, coupled with a 5.4% increase in sales volume of our flavored sparkling beverage portfolio, in each case as compared to the same period in 2018. |
|
Sales volume of our still beverage portfolio increased by 12.9% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of our bottled water, excluding bulk water, increased by 12.9% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of our bulk water portfolio increased by 9.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Sales volume in Colombia decreased by 3.3% to 191.4 million unit cases in the nine months ended September 30, 2019, as compared to 197.9 million unit cases in the same period in 2018.
|
Sales volume of our sparkling beverage portfolio decreased by 2.2% in the nine months ended September 30, 2019 as compared to the same period in 2018, mainly driven by a 1.6% decrease in our colas portfolio, coupled with a 6.6% decrease of sales volume of our flavored sparkling beverages portfolio in each case as compared to the same period in 2018. |
|
Sales volume of our still beverage portfolio decreased by 15.7%, in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of bottled water, excluding bulk water, decreased by 3.6% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of our bulk water portfolio decreased by 3.3% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Sales volume in Argentina decreased by 24.2% to 99.3 million unit cases in the nine months ended September 30, 2019, as compared to 131.1 million unit cases in 2018.
|
Sales volume of our sparkling beverage portfolio decreased by 24.8% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven by a decrease in sales volume of our colas portfolio and our flavored sparkling beverage portfolio. |
|
Sales volume of our still beverage portfolio decreased by 25.3% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of bottled water, excluding bulk water, decreased by 20.9% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
|
Sales volume of our bulk water portfolio decreased by 15.9% in the nine months ended September 30, 2019 as compared to the same period in 2018. |
Sales volume in Uruguay amounted to 9.3 million unit cases in the three months ended September 30, 2019, as compared to 9.4 million unit cases in the same period in 2018. We compare these three-month periods as a result of the consolidation of our acquisition in Uruguay as of July 1, 2018.
Gross Profit. Gross profit in this consolidated reporting segment amounted to Ps. 25,139 million, an increase of 3.8% in the nine months ended September 30, 2019 as compared to the same period in 2018, with a 190 basis point gross margin contraction to 41.5% in the nine months ended September 30, 2019 as compared to the same period in 2018. This increase in gross profit was mainly driven by our revenue management initiatives, a favorable currency hedging position, combined with lower PET prices in the division, and lower sweetener prices mainly in Brazil. These factors were partially offset by higher concentrate costs in Brazil related to the reduction of tax credits on concentrate purchased from the Manaus free trade zone, and the depreciation of the average exchange rate of all our local currencies in the division as applied to our U.S. dollar denominated raw material costs.
9
Administrative and Selling Expenses. Administrative and selling expenses as a percentage of total revenues in this consolidated reporting segment decreased by 90 basis points to 29.4% in the nine months ended September 30, 2019 as compared to the same period in 2018. Administrative and selling expenses, in absolute terms, increased by 5.3% in the nine months ended September 30, 2019 as compared to the same period in 2018, driven mainly by labor and marketing expenses.
Liquidity and Capital Resources
Liquidity. The principal source of our liquidity is cash generated from operations. A significant majority of our sales are on a cash basis with the remainder on a short-term credit basis. We have traditionally been able to rely on cash generated from operations to fund our working capital requirements and our capital expenditures. Our working capital benefits from the fact that most of our sales are made on a cash basis, while we generally pay our suppliers on credit. We have used a combination of borrowings from Mexican and international banks and bond issuances in the Mexican and international capital markets.
Our total indebtedness was Ps. 76,520 million as of September 30, 2019, as compared to Ps. 81,805 million as of December 31, 2018. Short-term debt (including current maturities of long term debt) and long-term debt were Ps. 16,699 million and Ps.59,821 million, respectively, as of September 30, 2019, as compared to Ps. 11,604 million and Ps. 70,201 million, respectively, as of December 31, 2018. Total debt decreased Ps. 5,285 million in 2019, compared to December 31, 2018. As of September 30, 2019, our cash and cash equivalents were Ps. 30,230 million, as compared to Ps. 23,727 million as of December 31, 2018. As of September 30, 2019, our cash and cash equivalents were comprised of 61.2% U.S. dollars, 29.0% Mexican pesos, 25.0% Brazilian reais, 1.0% Argentine pesos, 3.0% Colombian pesos and 3.0% other legal currencies. We believe that these funds, in addition to the cash generated by our operations, are sufficient to meet our operating requirements.
10
Future currency devaluations or the imposition of exchange controls in any of the countries where we have operations could have an adverse effect on our financial position and liquidity.
As part of our financing policy, we expect to continue to finance our liquidity needs mainly with cash flows from our operating activities. Nonetheless, as a result of regulations in certain countries where we operate, it may not be beneficial or practicable for us to remit cash generated in local operations to fund cash requirements in other countries. Exchange controls may also increase the real price of remitting cash to fund debt requirements in other countries. In the event that cash in these countries is not sufficient to fund future working capital requirements and capital expenditures, we may decide, or be required, to fund cash requirements in these countries through local borrowings rather than remitting funds from another country. In the future we may finance our working capital and capital expenditure needs with short-term or other borrowings.
We continuously evaluate opportunities to pursue acquisitions or engage in strategic transactions. We would expect to finance any significant future transactions with a combination of any of cash, long-term indebtedness and the issuance of shares of our company.
Our financing, treasury and derivatives policies provide that our finance and planning committee is responsible for determining the companys overall financial strategy, including the dividends policy, investments of our funds, cash flow and working capital strategies, mergers and acquisitions, debt and equity issuances, repurchases of shares, contract of financial derivative instruments (only for hedging purposes), purchase and lease of assets and indebtedness of the company, among others; which is ultimately approved by our board of directors and implemented by our corporate finance department.
Sources and Uses of Cash. The following table summarizes the sources and uses of cash for the nine months ended September 30, 2019 and 2018, from our consolidated statements of changes in cash flows:
11
Contractual Obligations
The table below sets forth our contractual obligations as of September 30, 2019:
As of September 30, 2019 | ||||||||||||||||||||
Maturity
less than 1 year |
Maturity
1 3 years |
Maturity
4 5 years |
Maturity
in excess of 5 years |
Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Debt(1) |
||||||||||||||||||||
Mexican pesos |
Ps. | Ps. 3,996 | Ps. 7,835 | Ps. 17,550 | Ps. 29,381 | |||||||||||||||
U.S. dollars |
9,817 | | 17,536 | 11,791 | 39,144 | |||||||||||||||
Brazilian reais |
4,991 | 230 | 61 | 1 | 5,283 | |||||||||||||||
Colombian pesos |
1,219 | | | | 1,219 | |||||||||||||||
Argentine pesos |
170 | | | | 170 | |||||||||||||||
Uruguayan pesos |
502 | 821 | | | 1,323 | |||||||||||||||
Interest Payments on Debt(2) |
||||||||||||||||||||
Mexican pesos |
1,410 | 2,759 | 1,507 | 1,722 | 7,398 | |||||||||||||||
U.S. dollars |
2,287 | 4,754 | 3,506 | 12,559 | 23,106 | |||||||||||||||
Brazilian reais |
41 | 23 | 4 | | 68 | |||||||||||||||
Colombian pesos |
30 | | | | 30 | |||||||||||||||
Argentine pesos |
72 | | | | 72 | |||||||||||||||
Uruguayan pesos |
126 | 54 | | | 180 | |||||||||||||||
Cross Currency Swaps |
||||||||||||||||||||
U.S. dollars to Mexican pesos(3) |
(112 | ) | | (24 | ) | 491 | 355 | |||||||||||||
U.S. dollars to Brazilian reais(4) |
(815 | ) | (840 | ) | 247 | | (1,408 | ) | ||||||||||||
Interest Rate Swaps |
||||||||||||||||||||
Brazilian variable interest rate to fixed rate(5) |
40 | 189 | | | 229 | |||||||||||||||
Options |
||||||||||||||||||||
U.S. dollars to Mexican pesos(6) |
2 | | | | 2 | |||||||||||||||
U.S. dollars to Colombian pesos(7) |
(17 | ) | | | | (17 | ) | |||||||||||||
Forwards |
||||||||||||||||||||
U.S. dollars to Mexican pesos(8) |
23 | | | | 23 | |||||||||||||||
U.S. dollars to Brazilian reais(9) |
(62 | ) | | | | (62 | ) | |||||||||||||
U.S. dollars to Colombian pesos(10) |
(3 | ) | | | | (3 | ) | |||||||||||||
U.S. dollars to Argentine pesos(11) |
(26 | ) | | | | (26 | ) | |||||||||||||
U.S. dollars to Uruguayan pesos(12) |
(25 | ) | | | | (25 | ) | |||||||||||||
Commodity Hedge Contracts |
||||||||||||||||||||
Sugar(13) |
72 | | | | 72 | |||||||||||||||
Aluminum(14) |
33 | | | | 33 | |||||||||||||||
PET resin(15) |
75 | 5 | | | 80 | |||||||||||||||
Lease obligations (IFRS 16) |
471 | 716 | 197 | | | |||||||||||||||
Expected Benefits to be Paid for Pension and Retirement Plans, Seniority Premiums and Post-employment |
373 | 392 | 560 | 1,901 | 3,226 |
(1) |
Excludes the effect of cross currency swaps. |
(2) |
Interest was calculated using the contractual debt and nominal interest rates as of September 30, 2019. Liabilities denominated in U.S. dollars were converted to Mexican pesos at an exchange rate of Ps. 19.7420 per U.S. dollar, the exchange rate reported by Banco de México quoted to us by dealers for the settlement of obligations in foreign currencies on September 30, 2019. |
(3) |
Cross-currency swaps used to convert U.S. dollar-denominated debt into Mexican peso-denominated debt with a notional amount of Ps. 18,458 million. These cross-currency swaps are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
12
(4) |
Cross-currency swaps used to convert U.S. dollar-denominated debt into Brazilian real-denominated debt with a notional amount of Ps. 18,615 million. These cross-currency swaps are considered hedges for accounting purposes and the amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(5) |
Reflects the market value as of September 30, 2019 of the interest rate swaps used to hedge Brazilian interest rate variation. These interest rate swaps are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as September 30, 2019. |
(6) |
Reflects the market value as of September 30, 2019 of a collar option derivative instrument used to hedge against fluctuation in the Mexican peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(7) |
Reflects the market value as of September 30, 2019 of a collar option derivative instrument used to hedge against fluctuation in the Colombian peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(8) |
Reflects the market value as of September 30, 2019 of forward derivative instruments used to hedge against fluctuation in the Mexican peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(9) |
Reflects the market value as of September 30, 2019 of forward derivative instruments used to hedge against fluctuation in the Brazilian real. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(10) |
Reflects the market value as of September 30, 2019 of forward derivative instruments used to hedge against fluctuation in the Colombian peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(11) |
Reflects the market value as of September 30, 2019 of forward derivative instruments used to hedge against fluctuation in the Argentine peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(12) |
Reflects the market value as of September 30, 2019 of forward derivative instruments used to hedge against fluctuation in the Uruguayan peso. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(13) |
Reflects the market value as of September 30, 2019 of futures contracts used to hedge sugar cost. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(14) |
Reflects the market value as of September 30, 2019 of futures contracts used to hedge aluminum cost. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
(15) |
Reflects the market value as of September 30, 2019 of futures contracts used to hedge PET resin cost. These instruments are considered hedges for accounting purposes. The amounts shown in the table are fair value figures (gain)/loss as of September 30, 2019. |
Debt Structure
The following chart sets forth the debt breakdown of our company and its subsidiaries by currency and interest rate type as of September 30, 2019:
Currency |
Percentage of Total Debt(1)(2) | Average Nominal Rate(3) | Average Adjusted Rate(1)(4) | |||||||||
Mexican pesos |
64.3 | % | 7.6 | % | 8.4 | % | ||||||
U.S. dollars |
9.0 | % | 4.0 | % | 3.9 | % | ||||||
Brazilian reais |
23.1 | % | 7.2 | % | 8.3 | % | ||||||
Colombian pesos |
1.6 | % | 5.2 | % | 5.2 | % | ||||||
Argentine pesos |
0.2 | % | 65.9 | % | 65.9 | % | ||||||
Uruguayan pesos |
1.8 | % | 9.7 | % | 9.7 | % | ||||||
(1) Includes the effects of our derivative contracts as of September 30, 2019, including cross currency swaps from U.S. dollars to Mexican pesos and U.S. dollars to Brazilian reais. (2) Due to rounding, these figures may not add up to 100.0%. (3) Annual weighted average interest rate per currency as of September 30, 2019. (4) Annual weighted average interest rate per currency as of September 30, 2019 after giving effect to interest rate swaps and cross currency swaps. See Item 11. Quantitative and Qualitative Disclosures about Market RiskInterest Rate Risk, in our annual report on Form 20-F for the year ended December 31, 2018. |
|
13
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Contingencies
We are subject to various claims and contingencies related to tax, labor and other legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions.
We have various losses related to tax, labor and other legal proceedings. We periodically assess the probability of loss for such contingencies and accrue a provision and/or disclose the relevant circumstances, as appropriate. If the potential loss of any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a provision for the estimated loss. See note 21 to our Interim Financial Statements and note 25 to our consolidated financial statements as of December 31, 2018. We use outside legal counsel for certain complex legal proceedings. The following table presents the nature and amount of the loss contingencies recorded as of September 30, 2019:
As of September 30, 2019 | ||||
(in millions) | ||||
Tax |
Ps. 4,653 | |||
Labor |
2,332 | |||
Legal |
942 | |||
|
|
|||
Total |
Ps. 7,927 |
In recent years, our Mexican subsidiaries have been required to submit certain information to relevant authorities regarding alleged monopolistic practices. See Item 8. Financial InformationLegal ProceedingsMexicoAntitrust Matters. in our annual report on Form 20-F for the year ended December 31, 2018. Such proceedings are a normal occurrence in the beverage industry and we do not expect any significant liability to arise from these contingencies.
As is customary in Brazil, we have been required by the relevant authorities to collateralize tax contingencies currently in litigation amounting to Ps. 8,985 million and Ps. 7,739 million as of September 30, 2019 and December 31, 2018, respectively, by pledging fixed assets, or providing bank guarantees.
In connection with our acquisitions, sellers normally agree to indemnify us against certain contingencies that may arise as a result of the management of the businesses prior to the acquisition, subject to survival provisions and other limitations.
Capital Expenditures
The following table sets forth our capital expenditures, including investment in property, plant and equipment, deferred charges and other investments for the periods indicated on a consolidated basis and by consolidated reporting segment:
Nine Months Ended
September 30, |
||||||||
2019 | 2018 | |||||||
(in millions ) | ||||||||
Mexico and Central America(1) |
Ps. 3,698 | Ps. 4,420 | ||||||
South America(2) |
2,983 | 2,700 | ||||||
Capital expenditures, net |
6,681 | 7,120 | ||||||
(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama. Includes capital expenditures of ABASA and Los Volcanes consolidated since May 2018. (2) Includes Colombia, Brazil, Argentina and Uruguay. Includes capital expenditures of Monresa consolidated since July 2018. |
|
In 2019 and 2018, we focused our capital expenditures on investments in (i) increasing production capacity; (ii) placing coolers with retailers; (iii) returnable bottles and cases; (iv) improving the efficiency of our distribution infrastructure; and (v) information technology.
14
We have budgeted approximately U.S.$628 million (Ps. 12,332 million as of September 30, 2019) for our capital expenditures in 2020. Our capital expenditures in 2020 are primarily intended for:
|
investments in production capacity; |
|
market investments; |
|
returnable bottles and cases; |
|
improvements throughout our distribution network; and |
|
investments in information technology. |
We estimate that of our projected capital expenditures for 2020, approximately 36% will be for our Mexican territories and the remaining will be for our non-Mexican territories. We believe that internally generated funds will be sufficient to meet our budgeted capital expenditure for 2020. Our capital expenditure plan for 2020 may change based on market and other conditions, our results and financial resources.
Historically, The Coca-Cola Company has contributed resources in addition to our own capital expenditures. We generally use these contributions for initiatives that promote volume growth of Coca-Cola trademark beverages, including the placement of coolers with retailers. Such contributions may result in a reduction in our selling expenses line. Contributions by The Coca-Cola Company are made on a discretionary basis. Although we believe that The Coca-Cola Company will make additional contributions in the future to assist our capital expenditure program based on past practice and the benefits to The Coca-Cola Company as owner of the Coca-Cola brands from investments that support the strength of the brands in our territories, we can give no assurance that any such contributions will be made.
Hedging Activities
We hold or enter into derivative instruments to hedge our exposure to market risks related to changes in interest rates, foreign currency exchange rates and commodity price risk. See Item 11. Quantitative and Qualitative Disclosures about Market Risk. in our annual report on Form 20-F for the year ended December 31, 2018.
The following table provides a summary of the fair value of derivative instruments as of September 30, 2019. The fair market value is estimated using market prices that would apply to terminate the contracts at the end of the period and are confirmed by external sources, which generally are also our counterparties to the relevant contracts.
Fair Value as of September 30, 2019 | ||||||||||||||||||||
Maturity
less than 1 year |
Maturity
1 3 years |
Maturity
4 5 years |
Maturity in
excess of 5 years |
Total fair
value |
||||||||||||||||
(in millions) | ||||||||||||||||||||
Cross Currency Swaps |
||||||||||||||||||||
U.S. dollars to Mexican pesos |
Ps. (112 | ) | Ps. | Ps. (24 | ) | Ps. 491 | Ps. 355 | |||||||||||||
U.S. dollars to Brazilian reais |
(815 | ) | (840 | ) | 247 | | (1,408 | ) | ||||||||||||
Interest Rate Swaps |
||||||||||||||||||||
Brazilian variable interest rate to fixed rate |
40 | 189 | | | 229 | |||||||||||||||
Options |
||||||||||||||||||||
U.S. dollars to Mexican pesos |
2 | | | | 2 | |||||||||||||||
U.S. dollars to Colombian pesos |
(17 | ) | | | | (17 | ) | |||||||||||||
Forwards |
||||||||||||||||||||
U.S. dollars to Mexican pesos |
23 | | | | 23 | |||||||||||||||
U.S. dollars to Brazilian reais |
(62 | ) | | | | (62 | ) | |||||||||||||
U.S. dollars to Colombian pesos |
(3 | ) | | | | (3 | ) | |||||||||||||
U.S. dollars to Argentine pesos |
(26 | ) | | | | (26 | ) | |||||||||||||
U.S. dollars to Uruguayan pesos |
(25 | ) | | | | (25 | ) | |||||||||||||
Commodity Hedge Contracts |
||||||||||||||||||||
Sugar |
72 | | | | 72 | |||||||||||||||
Aluminum |
33 | | | | 33 | |||||||||||||||
PET resin |
75 | 5 | | | 80 |
15
The information presented below concerns recent developments since September 30, 2019.
Favorable Resolution of Arbitration in Brazil
On October 31, 2019, the arbitration tribunal in charge of the arbitration proceeding between us and Cervejarias Kaiser Brasil, S.A., a subsidiary of Heineken, N.V. (Kaiser), issued an award confirming that the distribution agreement pursuant to which we distribute Kaisers portfolio in the country, including Heineken beer, shall continue in full force and effect until and including March 19, 2022.
16
Exhibit No. |
Description |
|
Exhibit 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2019 and for the nine-month periods ended September 30, 2019 and 2018. |
17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 17, 2019
Coca-Cola FEMSA, S.A.B. de C.V. |
||
By: |
/s/ Constantino Spas Montesinos |
|
Constantino Spas Montesinos |
||
Chief Financial Officer |
18
Exhibit 99.1
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statement of Financial Position
As of September 30, 2019 and December 31, 2018
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
(2) |
The Company initially adopted IFRS 16 at January 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. See Note 2.4.1 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statement of financial position.
F-1
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Income Statements
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except for earnings per share amounts.
Note |
September 30,
2019 (1,2) |
September 30,
2019 (2) |
September 30,
2018 (3) |
|||||||||||||
Net sales |
23 | $ | 7,120 | Ps. | 140,571 | Ps. | 130,252 | |||||||||
Other operating revenues |
98 | 1,933 | 325 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total revenues |
7,218 | 142,504 | 130,577 | |||||||||||||
Cost of goods sold |
3,952 | 78,030 | 70,427 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit |
3,266 | 64,474 | 60,150 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Administrative expenses |
328 | 6,485 | 5,942 | |||||||||||||
Selling expenses |
1,923 | 37,944 | 36,283 | |||||||||||||
Other income |
15 | 64 | 1,261 | 407 | ||||||||||||
Other expenses |
15 | 113 | 2,230 | 1,244 | ||||||||||||
Interest expense |
14 | 265 | 5,235 | 5,461 | ||||||||||||
Interest income |
46 | 907 | 702 | |||||||||||||
Foreign exchange loss (gain), net |
8 | 166 | (52 | ) | ||||||||||||
Monetary position gain, net |
(4 | ) | (78 | ) | (117 | ) | ||||||||||
Market value loss on financial instruments |
8 | 150 | 246 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Income before income taxes from continuing operations and share of profit in equity accounted investees |
735 | 14,510 | 12,252 | |||||||||||||
Income taxes |
20 | 200 | 3,953 | 3,773 | ||||||||||||
Share in the loss of equity accounted investees, net of tax |
(5 | ) | (95 | ) | (161 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net income from continuing operations |
530 | 10,462 | 8,318 | |||||||||||||
Net income from discontinued operations |
| | 576 | |||||||||||||
|
|
|
|
|
|
|||||||||||
CONSOLIDATED NET INCOME |
530 | 10,462 | 8,894 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Controlling interest from continuing operations |
511 | 10,095 | 7,877 | |||||||||||||
Controlling interest from discontinued operations |
| | 324 | |||||||||||||
Non-controlling interest from continuing operations |
19 | 367 | 441 | |||||||||||||
Non-controlling interest from discontinued operations |
| | 252 | |||||||||||||
|
|
|
|
|
|
|||||||||||
CONSOLIDATED NET INCOME |
$ | 530 | Ps. | 10,462 | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|||||||||||
Basic earnings per share from continuing operations (4) |
0.03 | 0.60 | 0.47 | |||||||||||||
Basic earnings per share from discontinued operations (4) |
| | 0.02 | |||||||||||||
Diluted earnings per share from continuing operations(4) |
0.03 | 0.60 | 0.47 | |||||||||||||
Diluted earnings per share from discontinued operations(4) |
| | 0.02 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Shares |
19 | 16,807 | 16,807 | 16,807 | ||||||||||||
|
|
|
|
|
|
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
(2) |
The Company initially adopted IFRS 16 at Jaunary 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. See Note 2.4.1 |
(3) |
Revised to reflect the discontinued operations of Coca-Cola FEMSA Philippines |
(4) |
2018 data has been revised for the effect of the March 22, 2019 8 to I stock split- See Note 19 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated income statements.
F-2
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note |
September 30,
2019 (1) |
September 30,
2019 |
September 30,
2018 (2) |
|||||||||||||
CONSOLIDATED NET INCOME |
$ | 530 | Ps. | 10,462 | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive income, net of taxes: |
||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||
Valuation of the effective portion of derivative financial instruments, net of taxes |
(24 | ) | (474 | ) | (416 | ) | ||||||||||
Exchange differences on the translation of foreign operations and associates |
(231 | ) | (4,552 | ) | (13,798 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive (loss) to be reclassified to profit or loss in subsequent periods |
(255 | ) | (5,026 | ) | (14,214 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Items that will not to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||
Re-measurements of the net defined benefit liability, net of taxes |
(2 | ) | (48 | ) | 168 | |||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive (loss) income not being reclassified to profit or loss in subsequent periods |
(2 | ) | (48 | ) | 168 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total other comprehensive (loss), net of tax |
$ | (257 | ) | Ps. | (5,074 | ) | Ps. | (14,046 | ) | |||||||
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income (loss), net of tax |
$ | 273 | Ps. | 5,388 | Ps. | (5,152 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||
Equity holders of the parent from continuing operations |
$ | 280 | Ps. | 5,535 | Ps. | (1,502 | ) | |||||||||
Equity holders of the parent from discontinued operations |
| | (1,450 | ) | ||||||||||||
Non-controlling interest from continuing operations |
(7 | ) | (147 | ) | (1,211 | ) | ||||||||||
Non-controlling interest fromdiscontinued operations |
| | (989 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income (loss) for the year, net of tax |
273 | 5,388 | (5,152 | ) | ||||||||||||
|
|
|
|
|
|
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
(2) |
Revised to reflect the discontinued operations of Coca-Cola FEMSA Philippines See Note 4.2.1 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of comprehensive income.
F-3
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Notes |
Capital
Stock |
Additional
paid-in capital |
Retained
earnings |
Other
Equity Instruments |
Valuation
of the effective portion of derivative financial instrument |
Exchange
differences on Translation of Foreign Operations and Associates |
Remeasurements
of the net defined benefit liability |
Equity
Attributable to Equity Holders of the Parent |
Non-
Controlling interest |
Total
Equity |
||||||||||||||||||||||||||||||||||
Balances as of January 1, 2018 |
2,060 | 45,560 | 64,397 | (485 | ) | 247 | 13,968 | (567 | ) | 125,180 | 18,129 | 143,309 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net income |
| | 8,201 | | | | | 8,201 | 693 | 8,894 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax |
| | | | (410 | ) | (10,878 | ) | 135 | (11,153 | ) | (2,893 | ) | (14,046 | ) | |||||||||||||||||||||||||||||
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total comprehensive income (loss) |
| | 8,201 | | (410 | ) | (10,878 | ) | 135 | (2,952 | ) | (2,200 | ) | (5,152 | ) | |||||||||||||||||||||||||||||
Dividends declared |
| | (7,038 | ) | | | | | (7,038 | ) | | (7,038 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balances as of September 30, 2018 |
Ps. | 2,060 | Ps. | 45,560 | Ps. | 65,560 | Ps. | (485 | ) | Ps. | (163 | ) | Ps. | 3,090 | Ps. | (432 | ) | Ps. | 115,190 | Ps. | 15,929 | Ps. | 131,119 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balances as of January 1, 2019 |
Ps. | 2,060 | Ps. | 45,560 | Ps. | 71,270 | Ps. | (1,524 | ) | Ps. | (149 | ) | Ps. | 8,071 | Ps. | (344 | ) | Ps. | 124,944 | Ps. | 6,806 | Ps. | 131,750 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net Income |
| | 10,095 | | | | | 10,095 | 367 | 10,462 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
| | | | (472 | ) | (4,040 | ) | (48 | ) | (4,560 | ) | (514 | ) | (5,074 | ) | ||||||||||||||||||||||||||||
Total comprehensive income (loss) |
| | 10,095 | | (472 | ) | (4,040 | ) | (48 | ) | 5,535 | (147 | ) | 5,388 | ||||||||||||||||||||||||||||||
Dividends declared |
18 | | | (7,437 | ) | | | | | (7,437 | ) | | (7,437 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balances at September 30, 2019 |
2,060 | 45,560 | 73,928 | (1,524 | ) | (621 | ) | 4,031 | (392 | ) | 123,042 | 6,659 | 129,701 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of changes in equity.
F-4
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the nine-month period ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
September 30,
2019 (1,2) |
September 30,
2019 (2) |
September 30,
2018 (3) |
||||||||||
OPERATING ACTIVITIES |
||||||||||||
Income before income taxes from continuing operations |
$ | 730 | Ps. | 14,415 | Ps. | 12,091 | ||||||
|
|
|
|
|
|
|||||||
Adjustments for: |
||||||||||||
Non-cash operating (income) expenses |
(105 | ) | (2,064 | ) | 262 | |||||||
Depreciation |
320 | 6,311 | 6,178 | |||||||||
Amortization |
63 | 1,244 | 1,156 | |||||||||
Gain on disposal of long-lived assets |
(2 | ) | (39 | ) | (63 | ) | ||||||
Write-off of long-lived assets |
10 | 198 | 82 | |||||||||
Share of the loss of equity method, net of taxes |
5 | 95 | 161 | |||||||||
Interest income |
(46 | ) | (907 | ) | (702 | ) | ||||||
Interest expense |
265 | 5,235 | 5,461 | |||||||||
Foreign exchange loss (income), net |
8 | 166 | (52 | ) | ||||||||
Non-cash movements in post-employment and other non-current employee benefits obligations |
6 | 125 | 157 | |||||||||
Monetary position, gain, net |
(4 | ) | (78 | ) | (117 | ) | ||||||
Market value loss on financial instruments |
8 | 150 | 246 | |||||||||
Accounts receivable and other current assets |
138 | 2,715 | 2,271 | |||||||||
Other current financial assets |
(15 | ) | (295 | ) | (215 | ) | ||||||
Inventories |
(9 | ) | (175 | ) | (1,605 | ) | ||||||
Suppliers and other accounts payable |
148 | 2,926 | (768 | ) | ||||||||
Other liabilities |
(6 | ) | (120 | ) | 165 | |||||||
Employee benefits paid |
(19 | ) | (370 | ) | (21 | ) | ||||||
Income taxes paid |
(210 | ) | (4,149 | ) | (6,063 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash flows generated from operating activities continuing operations |
1,285 | 25,383 | 18,624 | |||||||||
|
|
|
|
|
|
|||||||
Income before income taxes for discontinued operations |
| | 1,042 | |||||||||
|
|
|
|
|
|
|||||||
Net cash flows generated from operating activities for discontinued operations |
| | (112 | ) | ||||||||
|
|
|
|
|
|
|||||||
INVESTING ACTIVITIES |
||||||||||||
Acquisition and mergers, net of cash acquired |
| | (5,692 | ) | ||||||||
Interest received |
46 | 908 | 703 | |||||||||
Acquisitions of long-lived assets |
(337 | ) | (6,657 | ) | (6,056 | ) | ||||||
Proceeds from the sale of long-lived assets |
14 | 269 | 190 | |||||||||
Acquisition of intangible assets |
(13 | ) | (252 | ) | (1,007 | ) | ||||||
Other non-current assets |
2 | 49 | (191 | ) | ||||||||
Dividends received from investments in associates and joint ventures |
| 1 | 1 | |||||||||
Investment in financial assets |
(16 | ) | (320 | ) | (203 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash flows (used in) investing activities from continuing operations |
(304 | ) | (6,002 | ) | (12,255 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash (used in) investing activities for discontinued operations |
| | (397 | ) | ||||||||
|
|
|
|
|
|
|||||||
FINANCING ACTIVITIES |
||||||||||||
Proceeds from borrowings |
551 | 10,871 | 12,966 | |||||||||
Repayment of borrowings |
(795 | ) | (15,687 | ) | (4,311 | ) | ||||||
Interest paid |
(151 | ) | (2,987 | ) | (3,012 | ) | ||||||
Dividends paid |
(189 | ) | (3,722 | ) | (3,529 | ) | ||||||
Interest paid on leases |
(5 | ) | (99 | ) | | |||||||
Payments of leases |
(17 | ) | (343 | ) | | |||||||
Other financing activities |
(27 | ) | (531 | ) | (1,695 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash flows (used in) generated by financing activities for continuing operations |
(633 | ) | (12,498 | ) | 419 | |||||||
|
|
|
|
|
|
|||||||
Net cash flows (used in) financing activities for discontinued operations |
| | (138 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents from continuing operations |
348 | 6,883 | 6,788 | |||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents from discontinued operations |
| | 395 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at the beginning of the period |
1,202 | 23,727 | 18,767 | |||||||||
|
|
|
|
|
|
|||||||
Effects of exchange rate changes and inflation effects on cash and cash equivalents held in foreign currencies |
(19 | ) | (380 | ) | (1,558 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at the end of the period discontinued operations |
| | (5,917 | ) | ||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at the end of the period |
$ | 1,531 | Ps. | 30,230 | Ps. | 18,475 | ||||||
|
|
|
|
|
|
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
(2) |
The Company initially adopted IFRS 16 at Jaunary 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. See Note 2.4.1 |
(3) |
Revised to reflect the discontinued operations of Coca-Cola FEMSA Philipines |
The accompanying notes are an integral part of these interim condensed consolidated statements of cash flows.
F-5
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 1. Activities of the Company
Coca-Cola FEMSA, S.A.B. de C.V. (Coca-Cola FEMSA) is a Mexican corporation, mainly engaged in acquiring, holding and transferring all types of bonds, shares and marketable securities.
Coca-Cola FEMSA is indirectly owned by Fomento Economico Mexicano, S.A.B. de C.V. (FEMSA), which holds 47.2% of its capital stock and 56% of its voting shares and The Coca-Cola Company (TCCC), which indirectly owns 27.8% of its capital stock and 32.9% of its voting shares. The remaining Coca-Cola FEMSAs shares trade on the Bolsa Mexicana de Valores, S.A.B. de C.V. (BMV: KOF UBL) as series L shares which represents 15.6% of our common equity and its American Depositary Shares (ADS) (equivalent to ten series L shares) trade on the New York Stock Exchange, Inc (KOF) as series B which represents 9.4% of our common equity. The address of its registered office and principal place of business is Mario Pani No. 100 Col. Santa Fe Cuajimalpa, Delegacion Cuajimalpa de Morelos, Mexico City, 05348, Mexico.
Coca-Cola FEMSA and its subsidiaries (the Company), as an economic unit, are engaged in the production, distribution and marketing of certain Coca-Cola trademark beverages in Mexico, Central America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Brazil, Uruguay, Argentina and until November 2018 the Philippines.
The most significant subsidiaries which the Company controls are discloed in Note 1 of our annual consolidated financial statements.
F-6
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 2. Basis of Preparation
2.1 Statement of compliance
These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standards IAS 34 Interim Financial Reporting (IAS 34). They do not include all the information required for a complete set of IFRS financial statements. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of Coca-Cola FEMSA since our last audited annual consolidated financial statements as of and for the year ended December 31, 2018.
The accompanying condensed consolidated balance sheets as of September 30, 2019, as well as the condensed consolidated statements of income, comprehensive income (loss), cash flows and changes in equity for the nine-month periods ended September 30, 2019 and 2018, and their related disclosures included in these notes, are unaudited.
This is the first set of the Companys financial statements in which IFRS 16 has been applied. Changes to significant accounting policies are describe in Note 2.4.1.
These interim condensed consolidated financial statements were authorized for issuance by the Companys Chief Executive Officer Constantino Spas Motesinos on December 6, 2019 based on figures approved by Board of directors on October 24, 2019 including subsequent events as of December 17, 2019.
2.2 Basis of measurement and presentation
The consolidated financial statements have been prepared on historical cost basis, except for the following:
|
Derivative financial instruments. |
|
Long-term notes payable on which fair value hedge accounting is applied. |
|
Trust assets of post-employment and other long-term employee benefit plans. |
The carrying values of assets and liabilities designated as hedged items in fair value hedges that would otherwise be carried at amortized cost are adjusted to record changes in the fair values attributable to the risks that are being hedged in effective hedge relationship.
The financial statements of subsidiaries whose functional currency is the currency of a hyperinflationary economy are restated in terms of the measuring unit at the end of the reporting period.
2.2.1 Presentation of consolidated income statement
The Companys consolidated income statement classifies its related costs and expenses by function accordingly within the industry practices in which the Company operates.
2.2.2 Presentation of consolidated statements of cash flows
The Companys consolidated statement of cash flows is presented using the indirect method.
2.2.3 Convenience translation to U.S. dollars ($)
The consolidated financial statements are stated in millions of Mexican pesos (Ps.) and rounded to the nearest million unless stated otherwise. However, solely for the convenience of the readers, the consolidated statement of financial position, as of September 30, 2019 the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the nine-month period ended September 30, 2019 were converted into U.S. dollars at the closing exchange rate of 19.7420 Mexican pesos per U.S. dollar as published by the Federal Reserve Bank of New York as of September 30, 2019. This arithmetic conversion should not be construed as representation that amounts expressed in Mexican pesos may be converted into U.S. dollars at that or any other exchange rate.
As of December 17, 2019 (the issuance date of these interim condensed consolidated financial statements) the exchange rate was Ps. 19.0660 per U.S. dollar presenting a appreciation of 3.42% since September 30, 2019.
F-7
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
2.3 Critical accounting judgments and estimates
For the application of the Companys accounting policies, as described in Note 3, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if it affects only such period or in the current or subsequent periods of the revision if this affects both. In the process of applying the Companys accounting policies, management has made the following judgements with most significant effects on the consolidated financial statements.
Critical accounting judgments and estimates applied to these condensed consolidated interim financial statement as of September 30, 2019 are the same as those mentioned in our last audited annual consolidated financial statements as of and for the year ended December 31, 2018, except for leases.
Leases
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Companys accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Information on assumptions and estimates that have a significant risk of resulting in an adjustment to the carrying value of right-of-use assets and lease liabilities, and related statement of income accounts, include the following:
|
Determination of whether the Company is reasonably certain to exercise an option to extend a lease agreement or not to exercise an option to terminate a lease agreement before its termination date, considering all the facts and circumstances that create an economic incentive for the Company to exercise, or not, such options, taking into account whether the lease option is enforceable, when the Company has the unilateral right to apply the option in question. |
The Company excludes all lease contracts of:
(i) |
a term of less than 12 months and; |
(ii) |
leases in which the underlying asset is of low value in absolute terms, considering at most the equivalent of USD 5,000 or its equivalent in other currencies |
2.4 Application of recently issued accounting standards
The Company has applied the following amendments to IFRS during 2019:
2.4.1 IFRS 16 Leases
IFRS 16 supersedes International Accounting Standard (IAS) 17, Leases, International Financial Reporting Interpretation Committee (IFRIC) 4, Determining whether an Arrangement contains a Lease, Standard Interpretation Committee (SIC) 15, Operating Leases-Incentives and SIC 27, Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model, recognizing a right-of-use asset reflecting its right to use the underlying asset and a related lease liability for its obligation to make lease payments during the lease term. The Company has modified its accounting policy for lease contracts as a result of the standard adoption, acting only as a lessee, as detailed in Note 3.2.
Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have an impact for leases where the Company is the lessor.
The Company applied the modified retrospective approach, under which, the cumulative effect of initial application is recognized in retained earnings as from January 1st, 2019. The main changes on leases accounting policy is disclosed below.
|
Definition of a lease |
Previously, the Company had determined at each contract inception whether an arrangement is or contains a lease under IAS 17 Leases and IFRIC 4 Determining whether an arrangement contains a lease. Under IFRS 16, the Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 3.2.
F-8
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Company elected to apply the transition practical expedient known as Grandfather which allows at the date of initial application to consider as a lease only those contracts previously identified as such in accordance with IAS 17 and IFRIC 4. Therefore, the definition of a lease under IFRS 16 applies only to those contracts entered into or modified on or after January 1st, 2019.
The Company excludes all those leases contracts with: (i) remaining lease term of less than twelve month and, (ii) those leases with an underlying low value assets with absolute terms, considering at maximum amount that equals to $5,000 or its equivalent in other currencies.
|
Accounting as a lessee |
As a lessee, the Company previously classified leases as either operating or finance leases based on its assessment of whether substantially all the rights and risk incidental to ownership of an asset are transferred from the lessor to the lessee. Under IFRS 16, the Company recognizes a right-of-use asset and a lease liability for all lease arrangements, excluding those that are considered as exceptions by the standard.
At transition date, the Company recognized a lease liability measured at the present value of the remaining lease payments during the non-cancellable period, discounted at the incremental borrowing rate of the Company as of January 1st, 2019. Right-of-use asset is measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The following practical expedients permitted by IFRS 16 were applied to lease contracts previously accounted for as operating leases under IAS 17 at the transition date only:
|
A single discount rate to a portfolio of leases with similar characteristics. |
|
Not to recognize right-of-use assets and liabilities for leases with less than twelve months of lease term and leases of low-value items. |
|
Exclude initial direct costs from measuring the right-of-use asset. |
|
Use hindsight information when determining the lease term if the contract contains options to extend or terminate the lease. |
Measuring lease liabilities for leases that were classified as operating leases, the following is a reconciliation to discounted the operating lease commitments as of December 31, 2018 to the lease liability recognized upon adoption of IFRS 16:
As of January 1,
2019 |
||||
Operating lease commitments as of December 31, 2018 |
Ps. | 2,455 | ||
Discounted operating lease commitments |
1,976 | |||
Less: Commitments relating to short-term leases and low-value assets |
(179 | ) | ||
Add: Commitments relating to leases previously classified as finance leases |
| |||
|
|
|||
Lease liabilities at the beginning of the period |
Ps. | 1,797 | ||
|
|
As of the date of the adoption, the weighted average incremental borrowing rate was 7.27%.
2.4.2 IFRIC 23 Uncertainty over income tax treatments
The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:
a) |
Whether an entity considers uncertain tax treatments separately, |
b) |
The assumptions an entity makes about the examination of tax treatments by taxation authorities, |
c) |
How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, and: |
d) |
How an entity considers changes in facts and circumstances. |
An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after January 1, 2019 and has been adopted in the preparing these Interim Condensed Consolidated Financial Statements.
The Company applied retrospective method and has performed a qualitative and quantitative evaluation of the potential impacts that will occur in the consolidated financial statements derived from IFRIC 23 adoption. Such evaluation includes the following the activities described below:
i) |
Review of the Companys policies through which tax treatments are revised and accounted, this includes evidence from business units delivered to external auditors. |
F-9
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
ii) |
Analysis of the tax memorandums prepared by the external tax advisor which support the Companys tax treatment over an uncertain tax position about a) how tax earnings (losses) are calculated, b) tax basis or losses are applied, c) tax credits not applied, and d) how tax rates in different jurisdictions are considered. |
iii) |
Documentation of the tax correspondence received in the Companys and subsidiaries business units in order to analyze any recent resolution adopted from the tax authority regarding tax positions, |
iv) |
Analysis of the tax position report of the Company on a monthly basis. |
The Company concluded that there were no significant impacts on the consolidated financial statements derived from the adoption of the IFRIC 23. However, IFRIC 23 provides requirements that add to the requirements in IAS 12 Income taxes by specifying how to reflect the effects of uncertainty in accounting for income taxes, which helped the Company to strengthen the corporate policy in this matter.
Note 3. Significant Accounting Policies
The accounting policies that were applied to these consolidated condensed interim financial statements as of and for the nine-month period September 30, 2019, except for those newly issued financial reporting standards effective January 1, 2019, are the same as those applied by Coca-Cola FEMSA in its audited annual consolidated financial statements as at and for the year ended December 31, 2018.
The translation of assets and liabilities denominated in foreign currencies into Mexican pesos is for consolidation purposes and does not indicate that the Company could realize or settle the reported value of those assets and liabilities in Mexican pesos. Additionally, this does not indicate that the Company could return or distribute the reported Mexican peso value in equity to its shareholders.
Exchange Rates of Local Currencies Translated to Mexican Pesos (1) |
||||||||||||||||||
Functional / | Average Exchange Rate as of | Exchange Rate as of | ||||||||||||||||
Country or Zone |
Recording Currency |
September 30,
2019 |
September 30,
2018 |
September 30,
2019 |
December 31,
2018 |
|||||||||||||
Mexico |
Mexican peso | 1.00 | 1.00 | 1.00 | 1.00 | |||||||||||||
Guatemala |
Quetzal | 2.50 | 2.55 | 2.54 | 2.54 | |||||||||||||
Costa Rica |
Colon | 0.03 | 0.03 | 0.03 | 0.03 | |||||||||||||
Panama |
U.S. dollar | 19.25 | 19.04 | 19.64 | 19.68 | |||||||||||||
Colombia |
Colombian peso | 0.01 | 0.01 | 0.01 | 0.01 | |||||||||||||
Nicaragua |
Cordoba | 0.58 | 0.61 | 0.59 | 0.61 | |||||||||||||
Argentina |
Argentine peso | 0.44 | 0.80 | 0.34 | 0.52 | |||||||||||||
Brazil |
Reais | 4.96 | 5.32 | 4.72 | 5.08 | |||||||||||||
Philippines |
Philippin peso | NA | 0.36 | NA | 0.37 | |||||||||||||
Uruguay |
Uruguayan peso | 0.56 | 0.63 | 0.53 | 0.61 |
(1) |
Exchange rates published by the Central Bank of each country where the Company operates. |
3.1 Recognition of the effects of inflation in countries with hyperinflationary economic environments
The Company recognizes the effects of inflation on the financial information of its subsidiaries that operates in hyperinflationary economic environments (when cumulative inflation of the three preceding years is approaching, or exceeds, 100% or more in addition to other qualitative factors).
As of September 30, 2019 and December 31, 2018, the operations of the Company are classified as follows:
Country |
Cumulative
Inflation 2016-2019 |
Type of Economy |
Cumulative
Inflation 2015-2018 |
Type of Economy | ||||||||
Mexico |
15.1 | % | Non-hyperinflationary | 15.7 | % | Non-hyperinflationary | ||||||
Guatemala |
10.3 | % | Non-hyperinflationary | 12.2 | % | Non-hyperinflationary | ||||||
Costa Rica |
6.0 | % | Non-hyperinflationary | 5.7 | % | Non-hyperinflationary | ||||||
Panama |
0.9 | % | Non-hyperinflationary | 2.1 | % | Non-hyperinflationary | ||||||
Colombia |
11.6 | % | Non-hyperinflationary | 13.4 | % | Non-hyperinflationary | ||||||
Nicaragua |
15.8 | % | Non-hyperinflationary | 13.1 | % | Non-hyperinflationary | ||||||
Argentina |
166.2 | % | Hyperinflationary | 158.4 | % | Non-hyperinflationary | ||||||
Brazil |
10.0 | % | Non-hyperinflationary | 13.1 | % | Non-hyperinflationary | ||||||
Philippines |
NA | Non-hyperinflationary | 11.9 | % | Non-hyperinflationary | |||||||
Uruguay |
23.9 | % | Non-hyperinflationary | 25.3 | % | Non-hyperinflationary |
F-10
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
3.2 Leases
In accordance with IFRS 16, the Company evaluates whether a contract is, or contains a lease when the contract transfers the right to control the control of an identified asset during a period of time in exchange for a consideration.
The Company evaluates whether a contract is a lease agreement when:
|
The contract involves the use of an identified assetthis can be specified explicitly or implicitly, and must be physically different or represent substantially the entire capacity of a physically different asset. If the lessor has substantive substitution rights, the asset is not identified; |
|
The Company has the right to receive substantially all the economic benefits of the use of the asset throughout the period of use; |
|
The Company has the right to direct the use of the asset when it has the right to make the most relevant decisions about how, and what is the purpose of the asset. When the use of the asset is predetermined, the Company has the right to direct the use of the asset if: i) it has the right to operate the asset; or ii) the default asset design determine for what purpose it will be use. |
Initial measurement
On the start date of the lease, the Company recognizes a right-of-use-asset and a leasing liability. The right-of-use asset is initially measure at cost, which includes the initial amount of the lease liability adjusted for any lease payment made during or before the initial application date. The right-of-use asset considers the incurred initial direct costs and an estimate of the costs to dismantle and eliminate the underlying asset, or to restore the underlying asset or the place where it is located, less any lease incentive received.
The lease liability is initially measured at the present value of future lease payments for the period remaining at the date of initial application. Such payments are discounted using the incremental rate of the Company, which is considered as the rate that the Company would have to pay for a similar period financing, and with a similar guarantee, to obtain an asset of similar value to the leased asset. For the Company, the discount rate used to measure the right-of-use asset and the lease liability is the rate related to the Companys financing cost.
Lease payments included in the measurement of the lease liability include the following:
|
Fixed payments, including payments that are substantially fixed; |
|
Variable lease payments that depends of an index or a rate, initially measured using the index or the rate as of the lease beginning date; |
|
The price related to a purchase option that the Company has reasonable exercising certainty, an option to extend the contractual agreement and penalties for early termination of the lease agreement, unless the Company has reasonable certainty of not exercising those options. |
|
Amounts payable for residual value guarantees; |
|
Payments for early cancellation, if this option is contemplated on the lease conditions. |
The Company does not recognize a right-of-use asset and lease liability for those short-term agreements with a contractual period of 12 months or less and leases of low-value assets, mainly information technology equipment used by employees, such as laptops and desktops, handheld devices and printers. The Company recognizes the lease payments associated with these agreements as an expense in the consolidated statement of income as they are incurred.
Subsequent Measurement
The right-of-use asset is subsequently depreciated using the straight-line method from the start date to the shortest between the useful life of the right-of-use asset (term of the lease agreement) and the useful life of the related leased asset. In addition, the right-of-use asset is periodically adjusted for impairment losses, if any, and adjusted for some lease liability remedies.
Lease liabilities are subsequently measured at amortized cost using the effective interest rate method. The Company re-measures the lease liability without modifying the incremental discount rate when there is a modification in future lease payments under a residual value guarantee or if the modification arises from a change in the index or rate when they are variable payments. The lease liability is measured again using a new incremental discount rate at the date of modification when:
|
An option to extend or terminate the agreement is exercised by modifying the non-cancelable period of the contract; |
|
The Company changes its assessment of whether it will exercise a purchase option. |
When the lease liability is measured again, an adjustment is made corresponding to the carrying amount of the asset by right of use, or is recorded in profit or loss if the carrying amount of the asset by right of use has been reduced to zero.
F-11
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
A modification to the lease agreement is accounted for as a separate agreement if the following two conditions are met:
i) |
The modification increases the scope of the lease by adding the right to use one or more underlying assets; and |
ii) |
The consideration of the lease is increased by an amount proportional to the independent price of the increase in scope and by any adjustment to that independent price to reflect the contract circumstances. |
In the consolidated statements of income and comprehensive income, the interest expense of the lease liability is presented as a component of the financial expense, unless they are directly attributable to qualified assets, in which case they are capitalized according to the Company financing cost accounting policy. The right-of-use assets are measured according to the cost model, depreciated during the lease term in a straight line and recognized in the consolidated statement of income.
Improvements in leased properties are recognized as part of property, plant and equipment in the consolidated statement of financial position and amortized using the straight-line method, for the shortest period between the useful life of the asset and the term of the related lease.
Note 4. Mergers, Acquisitions and Disposals
4.1 Other mergers and acquisitions
The Company has consummated certain mergers and acquisitions during the nine-month periods ended September 30, 2018; which were recorded using the acquisition method of accounting. The results of operations from these business combinations have been included in the condensed consolidated financial statements since the date on which the Company obtained control of the business, as disclosed below. Therefore, the condensed interim consolidated income statements and the condensed consolidated statements of financial position in the period of such acquisitions are not comparable with previous periods. The condensed consolidated statements of cash flows for the nine-month period ended September 30, 2019 and 2018, show the cash outflow and inflow for the merged and acquired operations net of the cash acquired related to those mergers and acquisitions.
The Company finalized the allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed for acquisitions completed during the prior year, with no significant variations to the preliminary allocation to the fair value of the net assets acquired, which were included in its audited annual consolidated financial statements as at and for the year ended December 31, 2018, primarily related to the following: (1) Acquisition of 100% of the Guatemalan Company Alimentos y Bebidas del Atlántico, S.A. (ABASA), included in the Company results since May, 2018; (2) Acquisition of 100% of Comercializadora y Distribuidora Los Volcanes, S.A. (Los Volcanes) included in the Company consolidated results beginning on May, 2018; and (3) Acquisition of 100% of Montevideo Refrescos, S.R.L. (MONRESA) which is included in the consolidated financial results beginning on July 2018.
Note 5. Discontinued operations
On August 16, 2018, Coca - Cola FEMSA announced its decision to exercise the put option to sell its 51% of the Coca - Cola FEMSA Philippines, Inc. (CCFPI) to The Coca - Cola Company. Such decision was approved by the Companys board on August 6, 2018.
Consequently, beginning August 31, 2018, CCFPI had been classified as an asset held for sale and its operations as a discontinued operation in the financial statements for 2018. Previously CCFPI represented the Asia division and was considered an independent segment until December 31, 2017. Since its designation as discontinued operation, the Asia segment is no longer a reporting segment. The sale was completed on December 13, 2018. The accompanying unaudited interim condensed consolidated statements of income, comprehensive income and cash flows for the nine month period ended September 30, 2018 have been revised to reflect the discontinued operations of CCFPI.
Note 6. Cash and Cash Equivalents
Includes cash on hand and in bank deposits and cash equivalents, which are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, with a maturity date of three months or less at their acquisition date. Cash and cash equivalents at the end of the reporting period as shown in the condensed consolidated statements of financial position and cash flows is comprised of the following:
September 30,
2019 |
December 31,
2018 |
|||||||
Cash and bank balances |
Ps. | 3,408 | Ps. | 7,778 | ||||
Cash equivalents |
26,822 | 15,949 | ||||||
|
|
|
|
|||||
Ps. | 30,230 | Ps. | 23,727 | |||||
|
|
|
|
F-12
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 7. Trade Accounts Receivable, Net
As of September 30, 2019 and December 31, 2018, Companys trade accounts receivables, net are as follows:
September 30,
2019 |
December 31,
2018 |
|||||||
Trade receivables |
Ps. | 7,780 | Ps. | 11,726 | ||||
The Coca-Cola Company (related party) (Note 13) |
721 | 1,173 | ||||||
Loans to employees |
94 | 77 | ||||||
FEMSA and subsidiaries (related parties) (Note 13) |
1,278 | 783 | ||||||
Other related parties (Note 13) |
609 | 575 | ||||||
Other |
1,317 | 1,108 | ||||||
Allowance for expected credit losses |
(839 | ) | (595 | ) | ||||
|
|
|
|
|||||
Ps. | 10,960 | Ps. | 14,847 | |||||
|
|
|
|
Note 8. Inventories
As of September 30, 2019 and December 31, 2018, Companys inventories are Ps. 9,657 and Ps. 10,051, respectively. For the nine-month period ended September 30, 2019 and 2018, the Company recognized write-downs of its inventories for Ps. 219 and Ps. 90 respectively, to net realizable value.
Note 9. Other Current Assets and Other Current Financial Assets
As of September 30, 2019 and December 31, 2018, Companys other current assets and other current financial assets totaled Ps. 3,339 and Ps. 2,827, respectively.
Note 10. Property, Plant and Equipment, Net
As of September 30, 2019 and December 31, 2018, Companys property, plant and equipment, net are as follows:
September 30,
2019 |
December 31,
2018 |
|||||||
Land |
Ps. | 5,272 | Ps. 5,575 | |||||
Buildings |
14,112 | 14,361 | ||||||
Machinery and equipment |
20,520 | 21,496 | ||||||
Refrigeration equipment |
9,445 | 9,757 | ||||||
Returnable bottles |
5,783 | 6,043 | ||||||
Investments in fixed assets in progress |
3,584 | 4,131 | ||||||
Leasehold improvements |
373 | 203 | ||||||
Others |
316 | 376 | ||||||
|
|
|
|
|||||
Ps. | 59,405 | Ps. 61,942 | ||||||
|
|
|
|
Note 11. Leases
For the nine-month period ended as of September 30, 2019, the change in the Companys right-of-use asset, is as follows:
Total | ||||
Cost as of January 1, 2019 |
Ps. | 1,797 | ||
Additions |
54 | |||
Disposals |
(15 | ) | ||
Depreciation |
(388 | ) | ||
Effects of changes in foreign exchange rates |
(90 | ) | ||
|
|
|||
Ps. | 1,358 | |||
|
|
F-13
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, Companys lease liabilities, are as follows:
September 30,
2019 |
||||
Maturity analysis |
||||
Less than one year |
Ps. | 471 | ||
One to three years |
716 | |||
More than three years |
197 | |||
|
|
|||
Total lease liabilities at September 30, 2019 |
1,384 | |||
|
|
|||
Current |
471 | |||
Non-Current |
Ps. | 913 | ||
|
|
The interest expense for leases reported in the income statements for the nine-month period ended September 30, 2019 was Ps. 99.
Note 12. Intangible Assets
As of September 30, 2019, and December 31, 2018, Companys intangible assets are as follows:
September 30,
2019 |
December 31,
2018 |
|||||||
Rights to produce and distribute Coca-Cola trademark products |
Ps. | 82,364 | Ps. 87,617 | |||||
Goodwill |
25,535 | 23,729 | ||||||
Other indefinite lived intangible assets |
1,001 | 1,054 | ||||||
Technology cost and management systems |
2,263 | 2,998 | ||||||
Systems in development |
752 | 777 | ||||||
Others |
549 | 629 | ||||||
|
|
|
|
|||||
Ps. | 112,464 | Ps. 116,804 | ||||||
|
|
|
|
For the nine-month period ended September 30, 2019 and 2018, allocation for amortization expense is as follows:
September 30,
2019 |
September 30,
2018 |
|||||||
Cost of goods sold |
Ps. | 20 | Ps. | 23 | ||||
Administrative expenses |
588 | 509 | ||||||
Selling expenses |
185 | 174 | ||||||
|
|
|
|
|||||
Ps. | 793 | Ps. | 706 | |||||
|
|
|
|
Note 13. Balances and transactions with related parties and affiliated companies
For the nine-month period ended September 30, 2019, the company had significant operations with related parties of FEMSA for an amount of approximately of Ps. 5,826, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 24,760 mainly for the purchase of concentrate; and with Heineken for an amount of approximately Ps. 11,487, mainly for purchases of beer from Heineken Group.
For the nine-month period ended September 30, 2018, the company had significant operations with related parties by FEMSA for an amount of approximately of Ps. 6,462, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 25,219 for the purchase of concentrate; and with Heineken for an amount of approximately of Ps. 10,173 for purchases of beer from Heineken Group, mainly.
F-14
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 14. Bank Loans and Notes Payable
As of September 30, 2019, Companys bank loans and notes payable are as follows:
(In millions of mexican pesos) |
2020 | 2021 | 2022 | 2023 | 2024 |
2025
And following years |
Carrying
Value as September 30, 2019 |
Fair Value
as of September 30, 2019 |
Carrying
value as of December 31 2018 |
|||||||||||||||||||||||||||
Short-term debt Fixed rate debt: |
||||||||||||||||||||||||||||||||||||
Argentine pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
Ps. | 136 | Ps. | | Ps. | | Ps. | | Ps. | | Ps. | | Ps. | 136 | Ps. | 122 | Ps. | 157 | ||||||||||||||||||
Interest rate |
63.50 | % | | | | | | 63.50 | % | | 36.75 | % | ||||||||||||||||||||||||
Uruguayan pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
| | | | | | | | 771 | |||||||||||||||||||||||||||
Interest rate |
| | | | | | | | 9.96 | % | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
136 | | | | | | 136 | 122 | 928 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Variable rate debt: |
||||||||||||||||||||||||||||||||||||
Colombian pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
426 | | | | | | 426 | 425 | 454 | |||||||||||||||||||||||||||
Interest rate |
4.68 | % | | | | | | 4.68 | % | | 5.58 | % | ||||||||||||||||||||||||
Argentine pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
34 | | | | | | 34 | 33 | | |||||||||||||||||||||||||||
Interest rate |
75.27 | % | | | | | | 75.27 | % | | | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
460 | | | | | | 460 | 458 | 454 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Short-term debt |
596 | | | | | | 596 | 580 | 1,382 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Long-term debt: |
||||||||||||||||||||||||||||||||||||
Fixed rate debt: |
||||||||||||||||||||||||||||||||||||
U.S. Dollar |
||||||||||||||||||||||||||||||||||||
Yankee bond |
9,813 | | | 17,537 | | 11,791 | 39,141 | 43,644 | 39,204 | |||||||||||||||||||||||||||
Interest rate |
4.63 | % | | | 3.88 | % | | 5.25 | % | 4.48 | % | | 4.48 | % | ||||||||||||||||||||||
Brazilian reals |
||||||||||||||||||||||||||||||||||||
Notes Payable (2) |
4,641 | | | | | | 4,641 | 4,641 | 4,653 | |||||||||||||||||||||||||||
Interest rate |
0.38 | % | | | | | | 0.38 | % | | 0.38 | % | ||||||||||||||||||||||||
Bank loans |
135 | 95 | 58 | 37 | 24 | 1 | 350 | 349 | 522 | |||||||||||||||||||||||||||
Interest rate |
6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | | 5.95 | % | |||||||||||||||||||
Mexican pesos |
||||||||||||||||||||||||||||||||||||
Senior notes |
| 2,499 | | 7,496 | | 8,488 | 18,483 | 18,131 | 18,481 | |||||||||||||||||||||||||||
Interest rate |
| 8.27 | % | | 5.46 | % | | 7.87 | % | 6.95 | % | | 6.95 | % | ||||||||||||||||||||||
Uruguayan pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
502 | 821 | | | | | 1,323 | 1,323 | 573 | |||||||||||||||||||||||||||
Interest rate |
10.15 | % | 9.42 | % | | | | | 9.70 | % | | 10.15 | % | |||||||||||||||||||||||
U.S. Dollar |
||||||||||||||||||||||||||||||||||||
Financial leasings |
3 | | | | | | 3 | | 10 | |||||||||||||||||||||||||||
Interest rate |
3.28 | % | 3.28 | % | 3.28 | % | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
15,094 | 3,415 | 58 | 25,070 | 24 | 20,280 | 63,941 | 68,088 | 63,443 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Variable rate debt: |
||||||||||||||||||||||||||||||||||||
Mexican pesos |
||||||||||||||||||||||||||||||||||||
Senior notes |
| | 1,497 | | | | 1,497 | 1,389 | 1,497 | |||||||||||||||||||||||||||
Interest rate |
| | 8.44 | % | | | | 8.44 | % | | 8.61 | % | ||||||||||||||||||||||||
Bank loans |
| | | | 338 | 9,062 | 9,400 | 9,400 | 10,100 | |||||||||||||||||||||||||||
Interest rate |
| | | | 8.85 | % | 8.66 | % | 8.67 | % | | 8.56 | % | |||||||||||||||||||||||
U.S. Dollar |
||||||||||||||||||||||||||||||||||||
Bank loans |
| | | | | | | | 4,025 | |||||||||||||||||||||||||||
Interest rate |
| | | | | | | | 3.34 | % | ||||||||||||||||||||||||||
Colombian pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
794 | | | | | | 794 | 794 | 848 | |||||||||||||||||||||||||||
Interest rate |
5.55 | % | | | | | | 5.55 | % | | 5.67 | % | ||||||||||||||||||||||||
Brazilian reals |
||||||||||||||||||||||||||||||||||||
Bank loans |
215 | 71 | 6 | | | | 292 | 292 | 505 | |||||||||||||||||||||||||||
Interest rate |
8.64 | % | 8.64 | % | 8.64 | % | | | | 8.64 | % | | 9.53 | % | ||||||||||||||||||||||
Notes Payable |
| | | | | | | | 5 | |||||||||||||||||||||||||||
Interest rate |
| | | | | | | | 0.40 | % | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
1,009 | 71 | 1,503 | | 338 | 9,062 | 11,983 | 11,875 | 16,980 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Long-term debt: |
16,103 | 3,486 | 1,561 | 25,070 | 362 | 29,342 | 75,924 | 79,963 | 80,423 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Current portion of long term debt |
16,103 | | | | | | 16,103 | | 10,222 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Long-term debt |
| 3,486 | 1,561 | 25,070 | 362 | 29,342 | 59,821 | 79,963 | 70,201 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
All interest rates shown in this table are weighted average contractual annual rates. |
(2) |
Promissory note denominated and payable in Brazilian reais; however, it is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar. |
F-15
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
During 2019 Coca-Cola FEMSA celebrated bank loans in Mexico for an amount of Ps.9,400 at an interest rate of 9.09% and 8.63%, and the proceed were used to settled bank loans denominated in USD and for general corporate purposes. Additionally the Company obtained during 2019 bank loans in Uruguay, Colombia and Argentina for an amount of Ps. 1,471.
For the nine-month period ended September 30, 2019 and 2018, the interest expense is comprised as follows:
September 30,
2019 |
September 30,
2018 |
|||||||
Interest on debts and borrowings |
Ps. | 3,337 | Ps. | 3,389 | ||||
Finance charges for employee benefits |
150 | 142 | ||||||
Derivative instruments |
1,499 | 1,710 | ||||||
Finance charges for leases |
99 | | ||||||
Finance operating charges |
150 | 220 | ||||||
|
|
|
|
|||||
Ps. | 5,235 | Ps. | 5,461 | |||||
|
|
|
|
Note 15. Other Income and Expenses
September 30,
2019 |
September 30,
2018 |
|||||||
Other income: |
||||||||
Gain on sale of long-lived assets |
Ps. | 269 | Ps. | 190 | ||||
Cancellation of contingencies |
84 | 116 | ||||||
Leases |
6 | | ||||||
Foreign exchange gain related to operating activities |
6 | 96 | ||||||
Tax actualization effects |
896 | (1) | | |||||
Other |
| 5 | ||||||
|
|
|
|
|||||
Ps. | 1,261 | Ps. | 407 | |||||
|
|
|
|
|||||
Other expenses: |
||||||||
Provisions for contingencies |
Ps. | 627 | Ps. | 619 | ||||
Loss on the retirement of long-lived assets |
198 | 82 | ||||||
Loss on sale of long-lived assets |
231 | 127 | ||||||
Severance payments |
1,058 | (2) | 99 | |||||
Donations |
11 | 117 | ||||||
Leases |
6 | | ||||||
Other |
99 | 200 | ||||||
|
|
|
|
|||||
Ps. | 2,230 | Ps. | 1,244 | |||||
|
|
|
|
(1) |
Following a favorable decision from Brazilian tax authorities received during 2019, Coca-Cola FEMSA has been entitled to reclaim indirect tax payments made in prior years in Brazil, resulting in the recognition of a tax credit and an extraordinary positive effect in the operating revenues and other income captions of the condensed consolidated income statements. See note 20.1.1. |
(2) |
During 2019, the Company incurred in restructuring costs related to some of their operations as part of an efficiency program. |
F-16
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 16. Financial Instruments
Fair Value of Financial Instruments
The Company measures the fair value of its financial assets and liabilities classified as level 1 and 2, applying the income approach method, which estimates the fair value based on expected cash flows discounted to net present value. The following table summarizes the Companys financial assets and liabilities measured at fair value, as of September 30, 2019 and December 31, 2018:
September 30,
2019 |
December 31,
2018 |
|||||||||||||||
Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||
Derivative financial instrument asset |
21 | 2,176 | | 2,605 | ||||||||||||
Derivative financial instrument liability |
205 | 1,244 | 236 | 881 |
16.1 Total debt
The fair value of bank loans is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for debt of similar amounts and maturities, which is considered to be Level 2 in the fair value hierarchy. The fair value of the Companys publicly traded debt is based on quoted market prices as of of September 30, 2019 and December 31, 2018, which is considered to be Level 1 in the fair value hierarchy (See Note 14).
16.2 Interest rate swaps
The Company has contracted a number of interest rate swaps to reduce its exposure to interest rate fluctuations associated with itsdebt denominated in BRL. These interest rate swaps, for accounting purposes are recorded as fair value hedges and the interest rate variation is recorded in the consolidated income statement as market value (gain) loss on financial instruments.
As of September 30, 2019, the Company has the following outstanding interest rate swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 4,004 | Ps. | (40 | ) | Ps. | | |||||
2020 |
4,548 | (189 | ) | |
As of December 31, 2018, the Company has the following outstanding interest rate swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 4,013 | Ps. | (49) | Ps. | | ||||||
2020 |
4,559 | (112 | ) | | ||||||||
2021 |
4,035 | (110 | ) | |
The net effect of expired contracts treated as hedges are recognized as interest expense within the consolidated income statements.
16.3 Forward agreements to purchase foreign currency
The Company has entered into forward agreements to reduce its exposure to the risk of exchange rate fluctuations among the Mexican peso and other currencies.
These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these forwards are recorded as part of cumulative other comprehensive income. Net gain/ loss on expired contracts is recognized as part of foreign exchange or cost of goods sold, depending on the nature of the hedge in the consolidated income statements.
Net changes in the fair value of forward agreements that do not meet criteria for hedge accounting are recorded in the consolidated income statements under the caption market value gain on financial instruments.
F-17
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 3,301 | Ps. | (31 | ) | Ps. | 83 | |||||
2020 |
4,323 | (17 | ) | 58 |
As of December 31, 2018, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 4,768 | Ps. | (66 | ) | Ps. | 109 |
16.4 Options to purchase foreign currency
The Company has executed call option and collar strategies to reduce its exposure to the risk of exchange rate fluctuations. A call option is an instrument that limits the loss in case of foreign currency depreciation. A collar is a strategy that combines call and put options, limiting the exposure to the risk of exchange rate fluctuations in a similar way as a forward agreement.
These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these options, corresponding to the intrinsic value, are initially recorded as part of cumulative other comprehensive income. Changes in the fair value, corresponding to the extrinsic value, are recorded in the consolidated income statements under the caption market value gain/ (loss) on financial instruments, as part of the consolidated net income. Net gain/(loss) on expired contracts including the net premium paid, is recognized as part of cost of goods sold when the hedged item is recorded in the consolidated income statements.
As of September 30, 2019, the Company paid a net premium of Ps. 9 million for the following outstanding collar options to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 245 | Ps. | (2 | ) | Ps. | 9 | |||||
2020 |
112 | | 8 |
At December 31, 2018, the Company paid a net premium of Ps. 43 million for the following outstanding collar options to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 1,734 | Ps. | (33 | ) | Ps. | 57 |
16.5 Cross-currency swaps
The Company has contracts denominated as interest cross-currency rate swaps in order to reduce the risk emanated from interest rate and exchange rate fluctuation in the contracted obligations denominated in USD, hedging the total contracted loans. Exchange rate swaps are designated as hedge instruments where the Company changes the debt profile to the functional currency to reduce the exchange rate fluctuation risk.
The fair value is estimated using market prices that would apply to terminate the contracts at the end of the period. For accounting purposes, the cross currency swaps are recorded as both, Cash Flow Hedges in regards to the foreign exchange risk, and Fair Value Hedges in regards to the interest rate risk and foreign exchange risk. The fair value changes related to exchange rate fluctuations of the notional of those cross currency swaps and the accrued interest are recorded in the consolidated income statements. The remaining portion of the fair value changes, when designated as Cash Flow Hedges, are recorded in the consolidated balance sheet in cumulative other comprehensive income. If they are designated as Fair Value Hedges the changes in this remaining portion are recorded in the income statements as market value (gain) loss on financial instruments.
F-18
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
At September 30, 2019, the Company had the following outstanding cross currency swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2019 |
Fair Value Asset
June 30, 2019 |
|||||||||
2019 |
Ps. | 4,641 | Ps. | | Ps. | 815 | ||||||
2020 |
14,366 | (174 | ) | 1,125 | ||||||||
2023 |
11,193 | (247 | ) | 25 | ||||||||
2027 |
6,873 | (545 | ) | 54 |
As of December 31, 2018, the Company had the following outstanding cross currency swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 30, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 4,652 | Ps. | | Ps. | 498 | ||||||
2020 |
14,400 | (79 | ) | 969 | ||||||||
2021 |
4,035 | | 586 | |||||||||
2023 |
11,219 | (390 | ) | 135 | ||||||||
2027 |
6,889 | (42 | ) | 202 |
16.6 Commodity price contracts
The Company has entered into various commodity price contracts to reduce its exposure to the risk of fluctuation in the costs of certain raw material. The fair value is estimated based on the market valuations to terminate the contracts at the end of the period. These instruments are designated as cash flow hedges and the changes in the fair value are recorded as part of cumulative other comprehensive income.
The fair value of expired commodity price contract was recorded in cost of goods sold when the hedged item was recorded also in cost of goods sold.
As of September 30, 2019, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 922 | Ps. | (65 | ) | Ps. | 4 | |||||
2020 |
1,018 | (21 | ) | 10 |
As of December 31, 2018, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 1,223 | (88 | ) | |
As of September 30, 2019, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 223 | Ps. | (23 | ) | Ps. | | |||||
2020 |
255 | (10 | ) | |
As of December 31, 2018, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 265 | (17 | ) | |
F-19
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
September 30, 2019 |
Fair Value Asset
September 30, 2019 |
|||||||||
2019 |
Ps. | 333 | Ps. | (76 | ) | Ps. | | |||||
2020 |
333 | (9 | ) | 5 |
As of December 31, 2018, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2018 |
Fair Value Asset
December 31, 2018 |
|||||||||
2019 |
Ps. | 1,303 | (131 | ) | |
16.7 Option embedded in the Promissory Note to fund the Vonpars acquisition
As disclosed in Note 5, on December 6, 2016, as part of the purchase price paid for the Coca-Cola FEMSAs acquisition of Vonpar, Spal issued and delivered a three-year promissory note to the sellers, for a total amount of 1,166 million Brazilian reais. On November 14, 2018 Coca-Cola FEMSA prepaid an amount for 393 million of Brazilian real (Ps. 2,079) and the amount left as December 31, 2018 and September 30, 2019 is 916 million of Brazilian reais (approximately Ps. 4,652 and Ps. 4,319, respectively). The promissory note bears interest at an annual rate of 0.375% and is denominated and payable in Brazilian reais. The promissory note is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar.
The holders of the promissory note have an option, that may be exercised prior to the scheduled maturity of the promissory note, to capitalize the Mexican peso amount equivalent to the amount payable under the promissory note into a recently incorporated Mexican company which would then be merged into the Coca-Cola FEMSA in exchange for Series L shares at a strike price of Ps. 178.5 per share. Such capitalization and issuance of new Series L shares is subject to Coca-Cola FEMSA having a sufficient number of Series L shares available for issuance.
Coca-Cola FEMSA uses Black & Scholes valuation technique to measure the call option at fair value. The call option had an estimated fair value of Ps. 343 million at inception of the option and Ps. 0.0 and Ps. 14 million as of September 30, 2019 and December 31, 2018, respectively.
Note 17. Non-Controlling Interest in Consolidated Subsidiaries
An analysis of non-controlling interest in its consolidated subsidiaries for the nine-month period ended as of September 30, 2019 and the year ended December 31, 2018 is as follows:
September 30, 2019 | December 31, 2018 | |||||||
Mexico |
Ps. | 5,612 | Ps. | 5,700 | ||||
Colombia |
20 | 21 | ||||||
Brazil |
1,027 | 1,085 | ||||||
|
|
|
|
|||||
Ps. | 6,659 | Ps. | 6,806 | |||||
|
|
|
|
Note 18. Dividends
At an ordinary shareholders meeting of Coca-Cola FEMSA held on March 14, 2019, the shareholders approved a dividend of Ps. 7,437 that was paid 50% on May 3, 2019 and other 50% to be paid on November 1, 2019. The corresponding payment to the non-controlling interest was Ps. 3,925.
At an ordinary shareholders meeting of Coca-Cola FEMSA held on March 9, 2018, the shareholders approved a dividend of Ps. 7,038 that was paid 50% on May 3, 2018 and other 50% was paid on November 1, 2018.
Note 19. Earnings per Share
Basic earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the period.
F-20
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Diluted earnings per share amounts are calculated by dividing consolidated net income for the year attributable to equity holders of the parent by the weighted average number of shares outstanding during the period plus the weighted average number of shares for the effects of dilutive potential shares.
On January 31, 2019, the Board Directors of Coca Cola FEMSA approved:
(i) |
An eight-for-one stock split (the Stock Split) of each series of shares of the Company; |
(ii) |
The issuance of Series B ordinary shares with full voting rights; |
(iii) |
The creation of units, comprised of 3 Series B shares and 5 Series L shares, to be listed for trading on the Mexican Stock Exchange (BMV) and in the form of American depositary shares (ADSs) on the New York Stock Exchange (NYSE); and |
(iv) |
Amendments to the Companys bylaws mainly to give effect to the matters approved in paragraphs (i), (ii), and (iii), described above. |
On March 22, 2019, the CNBV (Mexican National Banking and Securities Commission) approved and authorized the stock split.
As a result, (i) the percentage of ownership held by the Companys shareholders did not change, and (ii) the percentage of ordinary shares with full voting rights was adjusted proportionally due to the issuance of the Series B shares, as set forth in the table below.
The capital stock of the Company prior to and immediately after the stock split is as follows:
Outstanding shares prior to the Stock Split:
Series of shares |
Shareholders |
Outstanding
shares |
% of the
capital stock |
% of ordinary shares
with full voting rights |
||||||||||
A |
Wholly-owned subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. |
992,078,519 | 47.223 | % | 62.964 | % | ||||||||
D |
Wholly-owned subsidiaries of The Coca-Cola Company |
583,545,678 | 27.777 | % | 37.036 | % | ||||||||
L |
Public float | 525,208,065 | 25.0 | % | 0 | % | ||||||||
Total |
2,100,832,262 | 100 | % | 100 | % |
Outstanding shares after the Stock Split:
Series of shares |
Shareholders |
Outstanding
shares |
% of the
capital stock |
% of ordinary shares
with full voting rights |
||||||||||
A |
Wholly-owned subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. |
7,936,628,152 | 47.223 | % | 55.968 | % | ||||||||
D |
Wholly-owned subsidiaries of The Coca-Cola Company |
4,668,365,424 | 27.777 | % | 32.921 | % | ||||||||
B |
Public float | 1,575,624,195 | 9.375 | % | 11.11 | % | ||||||||
L |
Public float | 2,626,040,325 | 15.625 | % | 0 | % | ||||||||
Total |
16,806,658,096 | 100 | % | 100 | % |
F-21
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The earnings per share for the nine-month periods ended September 30, 2019 and 2018 have been adjusted retrospectively for comparative purposes based on the number of shares resulting from the stock split.
Basic and diluted earnings per share amounts are as follows:
2019 | ||||||||||||||||
Per Series | Per Series | Per Series | Per Series | |||||||||||||
A Shares | D Shares | B Shares | L Shares | |||||||||||||
Consolidated net income |
Ps. | 4,768 | Ps. | 2,804 | Ps. | 946 | Ps. | 1,577 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations |
4,768 | 2,804 | 946 | 1,577 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) |
7,937 | 4,668 | 1,576 | 2,626 | ||||||||||||
2018 (1) | ||||||||||||||||
Per Series | Per Series | Per Series | Per Series | |||||||||||||
A Shares | D Shares | B Shares | L Shares | |||||||||||||
Consolidated net income |
Ps. | 3,873 | Ps. | 2,278 | Ps. | 769 | Ps. | 1,281 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations |
3,719 | 2,188 | 739 | 1,231 | ||||||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations discontinued |
153 | 90 | 30 | 51 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) |
7,937 | 4,668 | 1,576 | 2,626 |
(1) |
The allocated earnings amounts for 2018 have been revised for the effect of the stock split. |
Note 20. Income Taxes
20.1 Recoverable taxes
Recoverable taxes are mainly integrated by higher provisional payments of income tax during 2019 in comparison to prior year, which will be compensated in future years.
The operations in Guatemala, Panama, Nicaragua and Colombia are subject to a minimum tax, which is based primary on a percentage of assets and gross margin, except in the case of Panama and Nicaragua any payments are recoverable in future years, under certain conditions.
20.1.1 Exclusion of the State VAT (ICMS) on the Social Contribution on gross revenue (PIS / COFINS) calculate basis
On March 15, 2017 the Brazilian Federal Supreme Court (STF) ruled that the inclusion of the state VAT (ICMS) on the social contributions on gross revenue (PIS and COFINS) taxable basis is unconstitutional,subsequently the General Attorney of the National Treasury in Brazil filled a motion to clarify the effects of this decision, such motions were claimed by the Company through the filing of several legal actions covering different periods for which the PIS COFINS was paid on the aforementioned unconstitutional taxable basis. The net favorable effects of each case are to be recorded at the time all formalities and legal procedures are finalized and the asset become virtually certain.
During August 2019, the Company received favorable decisions on some legal actions and recoverable taxes were recorded with an impact in other income.
F-22
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
20.2 Tax Reform
Since 2016, the Brazilian federal production and sales tax rates have being modified. However, the Supreme Court decided in early 2017 that the value-added tax will not be used as the basis for calculating the federal sales tax, which resulted in a reduction of the federal sales tax. Notwithstanding the above, the tax authorities appealed the Supreme Courts decision and are still waiting for a final resolution. Up to the third quarter of 2019, the federal production and sales taxes together resulted in an average of 16.4% (2018 16.5%) tax over net sales.
In addition, the excise tax on concentrate in Brazil was reduced from 20.0% to 4.0% from September 1, 2018 to December 31, 2018. Temporarily the excise tax rate on concentrate increased from 4.0% to 12.0% from January 1, 2019 to June 30, 2019, then it was reduced to 8.0% from July 1, 2019 to September 30, 2019, and increased to 10.0% from October 1, 2019 to December 31, 2019. On January 1, 2020 the excise tax rate will be reduced back to 4.0%.
On January 1, 2017, a general tax reform in Colombia reduced the income tax rate from 35.0% to 34.0% for 2017 and then to 33.0% for the following years. In addition, for entities located outside the free trade zone, this reform imposed an extra income tax rate of 6.0% for 2017 and 4.0% for 2018.
For taxpayers located in the free trade zone, the special income tax rate increased from 15.0% to 20.0% for 2017. Additionally, the reform eliminated the temporary tax on net equity, the supplementary income tax at a rate of 9.0% as contributions to social programs and the temporary contribution to social programs at a rate of 5.0%, 6.0%, 8.0% and 9.0% for the years 2015, 2016, 2017 and 2018, respectively.
On January 1, 2019, a new tax reform became effective in Colombia. This reform reduced the income tax rate from 33.0% to 32.0% for 2020, to 31.0% for 2021 and to 30.0% for 2022. The minimum assumed income tax (renta presuntiva sobre el patrimonio) was also reduced from 3.5% to 1.5% for 2019 and 2020, and to 0% for 2021. In addition, the thin capitalization ratio was adjusted from 3:1 to 2:1 for operations with related parties only. As of January 1, 2019, the value-added tax will be calculated at each sale instead of applied only to the first sale (being able to transfer the value-added tax throughout the entire supply chain). For the companies located in the free trade zone, the value-added tax will be calculated based on the cost of production instead of the cost of the imported raw materials (therefore, we will be able to credit the value added-tax on goods and services against the value added-tax on the sales price of our products). The municipality sales tax was be 50.0% credited against payable income tax for 2019 and 100.0% credited for 2020. Finally, the value-added tax paid on acquired fixed assets will be credited against income tax or the minimum assumed income tax.
The Tax Reform increases the dividend tax on distributions to foreign nonresidents entities and individuals from 5% to 7.5%. In addition, the tax reform establishes a 7.5% dividend tax on distributions between Colombian companies. The tax will be charged only on the first distribution of dividends between Colombian entities, and may be credited against the dividend tax due once the ultimate Colombian company makes a distribution to its shareholders nonresident shareholders (individuals or entities) or to Colombian individual residents.
On January 1, 2018, a tax reform became effective in Argentina. This reform reduced the income tax rate from 35.0% to 30.0% for 2018 and 2019, and then to 25.0% for the following years. In addition, such reform imposed a new tax on dividends paid to non-resident stockholders and resident individuals at a rate of 7.0% for 2018 and 2019, and then to 13.0% for the following years. For sales taxes in the province of Buenos Aires, the tax rate decreased from 1.75% to 1.5% in 2018; however, in the City of Buenos Aires, the tax rate increased from 1.0% to 2.0% in 2018, and was be reduced to 1.5% in 2019, and to 1.0% in 2020, 0.5% in 2021 and 0.0% in 2022.
On January 1, 2019, the Mexican government eliminated the right to offset any tax credit against any payable tax (general offset or compensación universal). As of such date, the right to offset any tax credit will be against taxes of the same nature and payable by the same person (not being able to offset tax credits against taxes payable by third parties).
On January 1, 2019 a tax reform became effective in Costa Rica. This reform will allow that the tax on sales not only be applied to the first sale, but to be applied and transferred at each sale; therefore, the tax credits on tax on sales will be recorded not only on goods related to production and on administrative services, but on a greater number of goods and services. Value-added tax on services provided within Costa Rica will be charged at a rate of 13.0% if provided by local suppliers, or withheld at the same rate if provided by foreigner suppliers. Although a territorial principle is still applicable in Costa Rica for operations abroad, a tax rate of 15.0% has been imposed on capital gains from the sale of assets located in Costa Rica. New income tax withholding rates were imposed on salaries and compensations of employees, at the rates of 25.0% and 20.0% (which will be applicable depending on the employees salary). Finally, the thin capitalization rules were adjusted to provide that the interest expenses (generated with non-members of the financial system) that exceed 20.0% of the companys EBITDA will not be deductible for tax purposes.
F-23
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
For the nine-month period ended September 30, 2019 and 2018, the major components of income tax expense are:
September 30,
2019 |
September 30,
2018 |
|||||||
Current tax expense |
Ps. | 4,448 | Ps. | 3,536 | ||||
Deferred tax expense: |
(495 | ) | 237 | |||||
|
|
|
|
|||||
Ps. | 3,953 | Ps. | 3,773 | |||||
|
|
|
|
Note 21. Other Liabilities, Provisions and Contingencies
As of September 30, 2019 and December 31, 2018, other current financial liabilities are Ps. 4,385 and Ps. 566, respectively. The balance as of September 30, 2019 includes dividends to be paid in November 2019 for an amount of Ps. 3,722.
As of September 30, 2019 and December 31, 2018, Companys provisions, other non-current liabilities and other non-current financial liabilities are Ps. 10,271 and Ps. 10,804, respectively.
In respect to contingencies, the Company has various loss contingencies and has recorded reserves as other liabilities for those legal proceedings for which it believes an unfavorable resolution is probable. Most of these contingencies are the result of the Companys business acquisitions. The following table presents the nature and amount of the contingencies recorded as of September 30, 2019 and December 31, 2018:
September 30, 2019 | December 31,2018 | |||||||
Taxes |
Ps. | 4,653 | Ps. | 5,038 | ||||
Labor |
2,332 | 2,340 | ||||||
Legal |
942 | 920 | ||||||
|
|
|
|
|||||
Total |
Ps. | 7,927 | Ps. | 8,298 | ||||
|
|
|
|
While provision for all probable claims has already been made, the actual outcome of the disputes and the timing of the resolution cannot be estimated by the Company at this time.
The Company has entered into several proceedings with its labor unions, tax authorities and other parties that primarily involve Coca-Cola FEMSA and its subsidiaries. These proceedings have resulted in the ordinary course of business and are common to the industry in which the Company operates. The aggregate amount being claimed against the Company resulting from such proceedings as of September 30, 2019 is Ps. 54,182. Such contingencies were classified by legal counsel as less than probable but more than remote of being settled against the Company. However, the Company believes that the ultimate resolution of such several proceedings will not have a material effect on its consolidated financial position or result of operations.
The Company has tax contingencies, most of which are related to its Brazilian operations, amounting to approximately Ps. 50,729 with loss expectations assessed by management and supported by the analysis of legal counsel consider as possible. Among these possible contingencies, is Ps. 10,451 in various tax disputes related primarily to credits for ICMS (VAT) and Ps. 33,383 related to tax credits of IPI over raw materials acquired from Free Trade Zone Manaus. Possible claims also include Ps. 3,719 related to compensation of federal taxes not approved by the IRS (Tax authorities), and Ps. 3,174 related to the requirement by the Tax Authorities of State of São Paulo for ICMS (VAT), interest and penalty due to the alleged underpayment of tax arrears for the period 1994-1996. The Company is defending its position in these matters and final decision is pending in court.
In recent years in its Mexican and Brazilian territories, Coca-Cola FEMSA has been requested to present certain information regarding possible monopolistic practices. These requests are commonly generated in the ordinary course of business in the soft drink industry where this subsidiary operates. The Company does not expect any material liability to arise from these contingencies.
As is customary in Brazil, Coca-Cola FEMSA has been required by the tax authorities there to collateralize tax contingencies currently in litigation amounting to Ps. 8,985 and Ps. 7,739, as of September 30, 2019 and December 31, 2018, respectively, by pledging fixed assets and entering into available lines of credit covering the contingencies. Additionally in some cases, the Company is required to guarantee tax, legal and labor contingencies by guarantee deposits, these amounts are included in other other non current assets line.
Note 22. Information by Segment
The Companys chief operating decision maker (CODM) is the Chief Executive Officer, who periodically reviews financial information at the country level. Thus, each of the separate countries in which the Company operates is considered an operating segments, with the exception of the countries in Central America which represent a single operating segment.
F-24
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Company has aggregated operating segments into the following reporting segments for the purposes of its consolidated financial statements: (i) Mexico and Central America division (comprising the following countries: Mexico (including corporate operations), Guatemala, Nicaragua, Costa Rica and Panama, and (ii) the South America division (comprising the following countries: Brazil, Argentina, Colombia and Uruguay).
The Company is of the view that the quantitative and qualitative aspects of the aggregated operating segments are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key indicators considered included but were not limited to:(i) similarities of customer base, products, production processes and distribution processes, (ii) similarities of governments, (iii) inflation trends, since hyper-inflationary economy has different characteristics that carry out to making decision on how to deal with the cost of the production and distribution, (iv) currency trends and (v) historical and projected financial and operating statistics, historically and according to our estimates the financial trends of the countries aggregated into an operating segment have behaved in similar ways and are expected to continue to do so.
Inter-segment transfers or transactions are entered into and presented under accounting policies of each segment, which are the same to those applied by the Company. Intercompany operations are eliminated and presented within the consolidation adjustment column included in the tables below. Selected information of the condensed consolidated statements of operations by geographic operating segment for the nine-month period ended as of September 30, 2019 and 2018 is as follows:
2019 |
Mexico and
Central America (1) |
South
America (2) |
Consolidated | |||||||||
Total revenues |
Ps. | 81,996 | Ps. | 60,508 | Ps. | 142,504 | ||||||
Intercompany revenues |
4,194 | 12 | 4,206 | |||||||||
Gross profit |
39,335 | 25,139 | 64,474 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method |
9,535 | 4,975 | 14,510 | |||||||||
Depreciation and amortization |
4,436 | 3,056 | 7,492 | |||||||||
Non-cash items other than depreciation and amortization (3) |
845 | 348 | 1,193 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures |
(156 | ) | 61 | (95 | ) | |||||||
Total assets |
150,026 | 112,674 | 262,700 | |||||||||
Investments in associate companies and joint ventures |
7,002 | 3,585 | 10,587 | |||||||||
Total liabilities |
(99,208 | ) | (33,791 | ) | (132,999 | ) | ||||||
Capital expenditures, net (4) |
3,698 | 2,983 | 6,681 |
2018 |
Mexico and
Central America (1) |
South
America (2) |
Consolidated | |||||||||
Total revenues |
Ps. | 74,738 | Ps. | 55,839 | Ps. | 130,577 | ||||||
Intercompany revenues |
4,194 | (42 | ) | 4,152 | ||||||||
Gross profit |
35,930 | 24,220 | 60,150 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method |
6,659 | 5,593 | 12,252 | |||||||||
Depreciation and amortization |
4,087 | 2,798 | 6,885 | |||||||||
Non-cash items other than depreciation and amortization (3) |
813 | 108 | 921 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures |
(206 | ) | 45 | (161 | ) | |||||||
Total assets |
147,748 | 116,039 | 263,787 | |||||||||
Investments in associate companies and joint ventures |
6,789 | 3,729 | 10,518 | |||||||||
Total liabilities |
96,525 | 35,512 | 132,037 | |||||||||
Capital expenditures, net (4) |
4,420 | 2,700 | 7,120 |
(1) |
Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 68,750 and Ps. 63,430 during the nine-month period ended September 30, 2019 and 2018, respectively. Domestic (Mexico only) total assets were Ps. 134,802 and Ps. 130,865 as of September 30, 2019 and December 31, 2018, respectively. Domestic (Mexico only) total liabilities were Ps. 111,991 and Ps. 92,340 as of September 30, 2019 and December 31, 2018, respectively. |
F-25
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
(2) |
South America includes Brazil, Argentina, Colombia and Uruguay. South America revenues include Brazilian revenues of Ps. 39,090 and Ps. 43,586 during the nine-month period ended September 30, 2019 and 2018, respectively. Brazilian total assets were Ps. 80,657 and Ps. 86,007 as of September 30, 2019 and December 31, 2018, respectively. Brazilian total liabilities Ps. 24,252 and Ps. 26,851 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Colombian revenues of Ps. 9,888 and Ps. 10,790 during the nine-month period ended September 30, 2019 and 2018, respectively. Colombian total assets were Ps. 18,536 and Ps. 17,626 as of September 30, 2019 and December 31, 2018, respectively. Colombian total liabilities were PS. 4,264 and Ps. 4,061 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Argentine revenues Ps. 5,172 and Ps. 4,619 during the nine-month period ended September 30, 2019 and 2018, respectively. Argentine total assets were Ps. 4,274 and Ps. 6,021 as of September 30, 2019 and December 31, 2018, respectively. Argentine total liabilities were Ps. 1,519 and Ps. 2,059 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Uruguay revenues Ps. 2,415 during the nine-month period ended September 30, 2019. Uruguay total assets were Ps. 5,935 and Ps. 6,385 as of September 30, 2019 and December 31, 2018, respectively. Uruguay total liabilities were Ps. 2,387 and Ps. 2,541 as of September 30, 2019 and December 31, 2018, respectively. |
(3) |
Includes foreign exchange loss, net; gain on monetary position, net; and market value (gain) loss on financial instruments. |
(4) |
Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets. |
Note 23. Revenue Recognition
The Company recognizes revenue when it has transferred to the client control over the good sold or the service rendered. Control refers to the ability of the client to direct and obtain substantially all the transferred product benefits. Also, it implies that the customer has the ability to prevent a third-party from directing the use and obtaining substantially all the benefits of the transferred product. Coca-Cola FEMSAs management applies the following considerations to analyze the moment in which the control of the good sold or the service is transferred to the client
|
Identify the contract (written, spoken or according to the conventional business practices) |
|
Evaluate the goods and services engaged in the clients contract and identify the related performance obligations. |
|
Consider the contract terms and the commonly accepted practices in the business to determine the transaction price. The transaction price is the consideration that the Company expects to be entitled for transferring the goods and services engaged with the client, excluding the collected amount for third parties, such as taxes directly related to the sales. The consideration engaged in a customers contract may include fixed amount, variable amounts or both of them. |
|
Allocate the transaction price to each performance obligation (to each good or services different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of transferring the goods or services engaged with the client. |
|
Recognize revenue when (or while) it satisfied the performance obligation through the transfer of the goods or services engaged. |
All of the conditions mentioned above are accomplished normally when the goods are delivered and services are provided to the customer and this moment is considered a point in time. The net sales reflect the units delivered at list price, net of promotions and discounts.
The Company generates revenues for the following principal activities:
Sale of goods.
It includes the sales of goods by all the subsidiaries of the Company, mainly the sale of beverages of the leading brand of Coca-Cola inwhich the revenue is recognized in the point of time those products were sold to the customers
Rendering of services.
It includes the revenues of distribution services that the Company recognizes as revenues as the related performance obligation is satisfied. The Company recognizes revenues for rendering of services during the time period in which the performance obligation is satisfied according with the following conditions:
|
The customer receives and consume simultaneously the benefits, as the Company satisfies the performance obligation; |
F-26
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
|
The customer controls related assets, even if the Company improve them; |
|
The revenues can be measured reliably; and |
|
The Company has the right to payment for the performance completed to date |
Sources of revenue |
For the nine-
month period ended September 30, 2019 |
For the nine-
month period ended September 31, 2018 |
||||||
Revenue sale of products |
Ps. | 140,571 | Ps. | 130,252 | ||||
Services rendered |
314 | 276 | ||||||
Other operating revenues |
1,619 | (1) | 49 | |||||
|
|
|
|
|||||
Revenue from contracts with customers |
Ps. | 142,504 | Ps. | 130,577 | ||||
|
|
|
|
(1) |
Related tax effect in Brazil See Note 15. |
Variable allowances granted to customers
The Company adjusts the transaction price based on the estimations of the promotions, discounts or any other variable allowances that may be grantable to the customers and are recognized at the moment of sale, this is net of sale. These estimations are based on the commercial agreements celebrated with the customers and in the historical performance predicted for the customer using the expected value method, due to a significant portion of sales are made in cash and the credits sales are based on short term contracts financial components on credit sales are not significant.
Contracts costs
The incremental costs for obtaining a customer contracts are recognized as an asset if the Company expects to recover the costs associated to them. The incremental costs are those in which you incur to obtain a contract and that wouldnt be generated if the contract hadnt been obtained. The Company recognizes these costs as an expense in the profit and loss statement when the associated income is realized in a period equal or less than one year. The recognized assets, as previously indicated, is amortized in a systematic way as goods and services are transferred to the client in such way that the asset will be recognized in the profit and loss statement through its amortization in the same period that revenue is accountably recognized.
Note 24. Supplemental Guarantor Information
Interim Condensed Consolidating Financial Information
The following consolidating information presents condensed consolidating statements of financial position as of September 30, 2019 and December 31, 2018 and condensed consolidating statements of income, other comprehensive income and cash flows for each of the nine month periods ended September 30, 2019 and 2018 of the Company and Propimex, S. de R.L. de C.V., Comercializadora la Pureza de Bebidas, S. de R.L. de C.V., Controladora Interamericana de Bebidas, S. de R.L. de C.V., Grupo Embotellador CIMSA, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Distribuidora y Manufacturera del Valle de Mexico, S. de R.L. de C.V (as successor guarantor of Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V.) and Yoli de Acapulco, S. de R. L. de C.V. (the Guarantors).
These statements are prepared in accordance with IFRS, as issued by the IASB, with the exception that the subsidiaries are accounted for as investments under the equity method rather than being consolidated. The guarantees of the Guarantors are full and unconditional.
The accounting policies applied in the preparation of the condensed financial statements is the same as those used in the preparation of the consolidated financial statements (see Note 3).
F-27
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Companys consolidating condensed financial information for the (i) Company; (ii) its 100% owned guarantors subsidiaries (on standalone basis), which are wholly and unconditional guarantors under both prior years debt and current year debt referred to as Senior Notes in Note 14; (iii) the combined non-guarantor subsidiaries; iv) eliminations and v) the Companys consolidated financial statements are as follows:
Parent |
Combined
Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Consolidated Statement of Financial Position As of September 30, 2019 |
||||||||||||||||||||
Assets: |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
Ps. | 11,058 | Ps. | 7,991 | Ps. | 11,181 | Ps. | | Ps. | 30,230 | ||||||||||
Accounts receivable, net |
20,120 | 26,830 | 56,995 | (92,985 | ) | 10,960 | ||||||||||||||
Inventories |
| 1,728 | 7,929 | | 9,657 | |||||||||||||||
Recoverable taxes |
232 | 1,290 | 6,300 | | 7,822 | |||||||||||||||
Other current assets |
290 | 211 | 2,838 | | 3,339 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
31,700 | 38,050 | 85,243 | (92,985 | ) | 62,008 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current assets: |
||||||||||||||||||||
Investments in other entities |
155,036 | 146,495 | 3,604 | (294,548 | ) | 10,587 | ||||||||||||||
Property, plant and equipment, net |
| 18,304 | 41,101 | | 59,405 | |||||||||||||||
Rights of use assets |
| 635 | 723 | | 1,358 | |||||||||||||||
Intangible assets, net |
28,863 | 36,620 | 46,981 | | 112,464 | |||||||||||||||
Deferred tax assets |
3,923 | 1,838 | 3,808 | | 9,569 | |||||||||||||||
Other non-current assets |
22,769 | 6,214 | 20,726 | (42,400 | ) | 7,309 | ||||||||||||||
Total non-current assets |
210,591 | 210,106 | 116,943 | (336,948 | ) | 200,692 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 242,291 | Ps. | 248,156 | Ps. | 202,186 | Ps. | (429,933) | Ps. | 262,700 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Short-term bank loans and notes payable and current portion of non-current debt |
Ps. | 9,814 | Ps. | | Ps. | 6,885 | Ps. | | Ps. | 16,699 | ||||||||||
Current portionof lease liabilities |
| 143 | 328 | | 471 | |||||||||||||||
Interest Payable |
972 | | 21 | | 993 | |||||||||||||||
Suppliers |
7 | 10,566 | 7,254 | (115 | ) | 17,712 | ||||||||||||||
Other current liabilities |
35,669 | 39,874 | 37,740 | (92,871 | ) | 20,412 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
46,462 | 50,583 | 52,228 | (92,986 | ) | 56,287 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current liabilities: |
||||||||||||||||||||
Long-term debt |
58,708 | | 1,113 | | 59,821 | |||||||||||||||
Long- lease liabilities |
| 493 | 420 | | 913 | |||||||||||||||
Other non-current liabilities |
14,081 | 36,703 | 7,594 | (42,400 | ) | 15,978 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
72,789 | 37,196 | 9,127 | (42,400 | ) | 76,712 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
119,251 | 87,779 | 61,355 | (135,386 | ) | 132,999 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity: |
||||||||||||||||||||
Equity attributable to equity holders of the parent |
123,040 | 160,377 | 134,172 | (294,547 | ) | 123,042 | ||||||||||||||
Non-controlling interest in consolidated subsidiaries |
| | 6,659 | 0 | 6,659 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
123,040 | 160,377 | 140,831 | (294,547 | ) | 129,701 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 242,291 | Ps. | 248,156 | Ps. | 202,186 | Ps. | (429,933) | Ps. | 262,700 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-28
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent |
Combined Wholly-
Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Consolidated Statement of Financial Position As of December 31, 2018 |
||||||||||||||||||||
Assets: |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
Ps. | 16,529 | Ps. | 1,025 | Ps. | 6,173 | Ps. | | Ps. | 23,727 | ||||||||||
Accounts receivable, net |
19,388 | 31,461 | 51,028 | (87,030 | ) | 14,847 | ||||||||||||||
Inventories |
| 2,717 | 7,334 | | 10,051 | |||||||||||||||
Recoverable taxes |
80 | 1,870 | 4,088 | | 6,038 | |||||||||||||||
Other current assets |
| 170 | 2,657 | | 2,827 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
35,997 | 37,243 | 71,280 | (87,030 | ) | 57,490 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current assets: |
||||||||||||||||||||
Investments in other entities |
160,014 | 131,357 | 3,766 | (284,619 | ) | 10,518 | ||||||||||||||
Property, plant and equipment, net |
| 18,378 | 43,564 | | 61,942 | |||||||||||||||
Intangible assets, net |
27,824 | 36,361 | 52,619 | | 116,804 | |||||||||||||||
Deferred tax assets |
3,043 | 1,807 | 3,588 | | 8,438 | |||||||||||||||
Other non-current assets |
19,060 | 6,282 | 25,149 | (41,896 | ) | 8,595 | ||||||||||||||
Total non-current assets |
209,941 | 194,185 | 128,686 | (326,515 | ) | 206,297 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 245,938 | Ps. | 231,428 | Ps. | 199,966 | Ps. | (413,545) | Ps. | 263,787 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Short-term bank loans and notes payable and current portion of non-current debt |
Ps. | 4,700 | Ps. | | Ps. | 6,904 | Ps. | | Ps. | 11,604 | ||||||||||
Interest Payable |
477 | | 20 | | 497 | |||||||||||||||
Suppliers |
11 | 2,531 | 17,257 | (53 | ) | 19,746 | ||||||||||||||
Other current liabilities |
32,909 | 82,359 | (14,614 | ) | (86,977 | ) | 13,677 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
38,097 | 84,890 | 9,567 | (87,030 | ) | 45,524 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current liabilities: |
||||||||||||||||||||
Bank loans and notes payable |
68,607 | | 1,594 | | 70,201 | |||||||||||||||
Other non-current liabilities |
14,292 | 670 | 43,246 | (41,896 | ) | 16,312 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
82,899 | 670 | 44,840 | (41,896 | ) | 86,513 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
120,996 | 85,560 | 54,407 | (128,926 | ) | 132,037 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity: |
||||||||||||||||||||
Equity attributable to equity holders of the parent |
124,942 | 145,868 | 138,753 | (284,619 | ) | 124,944 | ||||||||||||||
Non-controlling interest in consolidated subsidiaries |
| | 6,806 | | 6,806 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
124,942 | 145,868 | 145,559 | (284,619 | ) | 131,750 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 245,938 | Ps. | 231,428 | Ps. | 199,966 | Ps. | (413,545) | Ps. | 263,787 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-29
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent |
Combined
Wholly-owned Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Condensed consolidating income statements:
For the nine-months periods ended September 30, 2019 |
||||||||||||||||||||
Total revenues |
Ps. | 1 | Ps. | 73,131 | Ps. | 113,751 | Ps. | (44,379 | ) | Ps. | 142,504 | |||||||||
Cost of goods sold |
18 | 41,731 | 74,017 | (37,736 | ) | 78,030 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
(17 | ) | 31,400 | 39,734 | (6,643 | ) | 64,474 | |||||||||||||
Administrative expenses |
612 | 2,600 | 5,730 | (2,457 | ) | 6,485 | ||||||||||||||
Selling expenses |
| 17,553 | 24,577 | (4,186 | ) | 37,944 | ||||||||||||||
Other expenses (income), net |
1 | 351 | 617 | | 969 | |||||||||||||||
Interest expense, net |
3,476 | 2,858 | (2,006 | ) | | 4,328 | ||||||||||||||
Foreign exchange loss (gain), net |
(553 | ) | 34 | 685 | | 166 | ||||||||||||||
Other financing expense (income), net |
| | 72 | | 72 | |||||||||||||||
Income taxes |
(653 | ) | 2,089 | 2,517 | | 3,953 | ||||||||||||||
Share of the profit (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, net of taxes |
12,995 | 9,899 | 63 | (23,052 | ) | (95 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052 | ) | Ps. | 10,462 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Net income attributable to holders of the parent |
10,095 | 15,814 | 7,238 | (23,052 | ) | 10,095 | ||||||||||||||
Net income attributable to non-controlling interest |
| | 367 | | 367 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052 | ) | Ps. | 10,462 | |||||||||
|
|
|
|
|
|
|
|
|
|
Parent |
Combined Wholly-
Guarantors Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Condensed consolidating income statements: For the nine-months periods ended September 30, 2018 |
||||||||||||||||||||
Total revenues |
Ps. | 1 | Ps. | 77,484 | Ps. | 106,155 | Ps. | (53,063 | ) | Ps. | 130,577 | |||||||||
Cost of goods sold |
18 | 49,272 | 66,375 | (45,238 | ) | 70,427 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
(17 | ) | 28,212 | 39,780 | (7,825 | ) | 60,150 | |||||||||||||
Administrative expenses |
109 | 4,105 | 5,391 | (3,663 | ) | 5,942 | ||||||||||||||
Selling expenses |
| 16,605 | 23,841 | (4,163 | ) | 36,283 | ||||||||||||||
Other expenses (income), net |
1 | 24 | 812 | | 837 | |||||||||||||||
Interest expense, net |
3,157 | 2,629 | (1,028 | ) | 1 | 4,759 | ||||||||||||||
Foreign exchange loss (gain), net |
(461 | ) | 148 | 261 | | (52 | ) | |||||||||||||
Other financing expense (income), net |
| | 129 | | 129 | |||||||||||||||
Income taxes |
(446 | ) | 1,085 | 3,134 | | 3,773 | ||||||||||||||
Share of the profit (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, net of taxes |
10,578 | 7,258 | 48 | (18,045 | ) | (161 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income from continuing operations |
Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,288 | Ps. | (18,045) | Ps. | 8,318 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income after tax from discontinued operations |
Ps. | | Ps. | | Ps. 576 | Ps. | | Ps. | 576 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045) | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent- continuing |
8,201 | 10,874 | 6,847 | (18,045 | ) | 7,877 | ||||||||||||||
Equity holders of the parent- discontinued. |
| | 324 | | 324 | |||||||||||||||
Net income attributable to holders of the parent |
||||||||||||||||||||
Non-controlling interest- continuing |
| | 441 | | 441 | |||||||||||||||
Non-controlling interest discountinued |
| | 252 | | 252 | |||||||||||||||
Net income attributable to non-controlling interest |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045) | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-30
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent |
Wholly-owned
Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Condensed consolidating statements of
comprehensive income For the nine-months periods ended September 30, 2019 |
||||||||||||||||||||
Consolidated net income |
Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052) | Ps. | 10,462 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income, net of taxes: |
||||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||||
Valuation of the effective portion of derivative financial instruments, net of taxes |
(472 | ) | 390 | (782 | ) | 390 | (474 | ) | ||||||||||||
Exchange differences on translation of foreign operations |
(4,039 | ) | (9,861 | ) | (4,552 | ) | 13,900 | (4,552 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: |
(4,511 | ) | (9,471 | ) | (5,334 | ) | 14,290 | (5,026 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Items not to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||||
Other equity instruments |
| | | | | |||||||||||||||
Remeasurements of the net defined benefit liability, net of taxes |
(48 | ) | 61 | (471 | ) | 410 | (48 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income not being reclassified to profit or loss in subsequent periods: |
(48 | ) | 61 | (471 | ) | 410 | (48 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) income, net of tax |
(4,559 | ) | (9,410 | ) | (5,805 | ) | 14,700 | (5,074 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income for the year, net of tax |
Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,800 | Ps. | (8,352) | Ps. | 5,388 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent |
Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,947 | Ps. | (8,352) | Ps. | 5,535 | ||||||||||
Non-controlling interest- |
| | (147 | ) | | (147 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income for the year, net of tax |
Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,800 | Ps. | (8,352) | Ps. | 5,388 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Parent |
Combined Wholly-
owned Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Condensed consolidating statements of
comprehensive income For the nine-months periods ended September 30, 2018 |
||||||||||||||||||||
Consolidated net income (loss) |
Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045 | ) | Ps. | 8,894 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income, net of taxes: |
||||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||||
Valuation of the effective portion of derivative financial instruments, net of taxes |
(410 | ) | (517 | ) | 1,028 | (517 | ) | (416 | ) | |||||||||||
Exchange differences on translation of foreign operations |
(8,192 | ) | (401 | ) | (13,798 | ) | 8,593 | (13,798 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income to be reclassified to profit or loss in subsequent periods: |
(8,602 | ) | (918 | ) | (12,770 | ) | 8,076 | (14,214 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Items not to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||||
Other equity instruments |
| | | | | |||||||||||||||
Remeasurements of the net defined benefit liability, net of taxes |
135 | (76 | ) | (88 | ) | 197 | 168 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income not being reclassified to profit or loss in subsequent periods: |
135 | (76 | ) | (88 | ) | 197 | 168 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss) income, net of tax |
(8,467 | ) | Ps. | (994 | ) | Ps. | (12,858 | ) | Ps. | 8,273 | Ps. | (14,046 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income for the year, net of tax |
Ps. | (266 | ) | Ps. | 9,880 | Ps. | (4,994 | ) | Ps. | (9,772 | ) | Ps. | (5,152 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent- continuing |
Ps. | (266 | ) | Ps. | 9,880 | Ps. | (1,344 | ) | Ps. | (9,772 | ) | Ps. | (1,502 | ) | ||||||
Equity holders of the parent- discontinued |
| | (1,450 | ) | | (1,450 | ) | |||||||||||||
Non-controlling interest-continuing |
| | (1,211 | ) | | (1,211 | ) | |||||||||||||
Non-controlling interest- discontinued |
| | (989 | ) | | (989 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income for the year, net of tax |
Ps. | (266 | ) | Ps. | 9,880 | Ps. | (4,994 | ) | Ps. | (9,772 | ) | Ps. | (5,152 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
F-31
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent |
Combined
Wholly-owned Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Condensed Consolidated Statements of
Cash Flows For the year ended September 30,2019 |
||||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Income before income taxes. |
Ps. | 9,442 | Ps. | 17,903 | Ps. | 10,122 | Ps. | (23,052 | ) | Ps. | 14,415 | |||||||||
Non-cash items |
(12,021 | ) | (9,581 | ) | 8,986 | 23,052 | 10,436 | |||||||||||||
Changes in working capital |
(224 | ) | 2,447 | (1,559 | ) | (132 | ) | 532 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from operating activities |
(2,803 | ) | 10,769 | 17,549 | (132 | ) | 25,383 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investing activities: |
||||||||||||||||||||
Acquisition and mergers, net of cash acquired |
| | | | | |||||||||||||||
Interest received |
2,204 | 1,833 | 4,151 | (7,280 | ) | 908 | ||||||||||||||
Acquisition of long-lived assets, net |
| (2,442 | ) | (3,946 | ) | | (6,388 | ) | ||||||||||||
Acquisition of intangible assets and other investing activities |
(4,148 | ) | 53 | 3,892 | | (203 | ) | |||||||||||||
Investments in shares |
(52 | ) | (222 | ) | 3,815 | (3,861 | ) | (320 | ) | |||||||||||
Dividends received |
11,942 | 868 | 1 | (12,810 | ) | 1 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows used in investing activities |
9,946 | 90 | 7,913 | (23,951 | ) | (6,002 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing activities: |
||||||||||||||||||||
Proceeds from borrowings |
9,400 | | 1,471 | | 10,871 | |||||||||||||||
Repayment of borrowings |
(14,082 | ) | | (1,605 | ) | | (15,687 | ) | ||||||||||||
Interest paid |
(2,507 | ) | (25 | ) | (7,735 | ) | 7,280 | (2,987 | ) | |||||||||||
Interest paid on leases |
| (99 | ) | | | (99 | ) | |||||||||||||
Payments of leases |
| (211 | ) | | (132 | ) | (343 | ) | ||||||||||||
Dividends paid |
(3,718 | ) | (9,151 | ) | (3,663 | ) | 12,810 | (3,722 | ) | |||||||||||
Proceeds from issuing shares |
| | | | | |||||||||||||||
Other financing activities |
(1,619 | ) | 5,605 | (8,642 | ) | 4,125 | (531 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from financing activities |
(12,526 | ) | (3,881 | ) | (20,174 | ) | 24,083 | (12,498 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
(5,383 | ) | 6,978 | 5,288 | | 6,883 | ||||||||||||||
Initial balance of cash and cash equivalents |
16,529 | 1,026 | 6,172 | | 23,727 | |||||||||||||||
Effects of exchange rate changes and inflation effects on the balance sheet of cash held in foreign currencies |
(88 | ) | (13 | ) | (279 | ) | | (380 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ending balance of cash and cash equivalents |
Ps. | 11,058 | Ps. | 7,991 | Ps. | 11,181 | Ps. | | Ps. | 30,230 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-32
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent |
Combined Wholly-
owned Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Condensed Consolidated Statements of
Cash Flows nine-month period ended September 30,2018 |
||||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Income before income taxes for continuing op. |
Ps. | 7,755 | Ps. | 11,959 | Ps. | 10,422 | Ps. | (18,045 | ) | Ps. 12,091 | ||||||||||
Non-cash items |
(9,488 | ) | (6,568 | ) | 10,780 | 18,045 | 12,769 | |||||||||||||
Changes in working capital |
(46 | ) | (10,476 | ) | 4,286 | | (6,236 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from operating activities for continuing operations |
(1,779 | ) | (5,085 | ) | 25,488 | | 18,624 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before taxes for discontinued operations |
| | 1,042 | | 1,042 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operationactivities for discontinued operations |
| | (112 | ) | | (112 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investing activities: |
||||||||||||||||||||
Acquisition and mergers, net of cash acquired |
| | (5,692 | ) | | (5,692 | ) | |||||||||||||
Interest received |
2,199 | 1,552 | 3,552 | (6,600 | ) | 703 | ||||||||||||||
Acquisition of long-lived assets, net |
| (2,301 | ) | (3,565 | ) | | (5,866 | ) | ||||||||||||
Acquisition of intangible assets and other investing activities |
5,554 | (48 | ) | (6,704 | ) | | (1,198 | ) | ||||||||||||
Investments in shares |
(9,474 | ) | (1,832 | ) | (4,260 | ) | 15,363 | (203 | ) | |||||||||||
Dividends received |
4,816 | 512 | | (5,327 | ) | 1 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from investing activities for continuing operations |
3,095 | (2,117 | ) | (16,669 | ) | 3,436 | (12,255 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from investing activities for discontinued operations |
| | (397 | ) | | (397 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing activities: |
||||||||||||||||||||
Proceeds from borrowings |
10,200 | | 2,766 | | 12,966 | |||||||||||||||
Repayment of borrowings |
(54 | ) | | (4,257 | ) | | (4,311 | ) | ||||||||||||
Interest paid |
(2,473 | ) | (25 | ) | (7,113 | ) | 6,599 | (3,012 | ) | |||||||||||
Interest paid on leases |
| | | | | |||||||||||||||
Payments of leases |
| | | | | |||||||||||||||
Dividends paid |
(3,529 | ) | (4,434 | ) | (894 | ) | 5,328 | (3,529 | ) | |||||||||||
Increase in capital stock |
| 1,830 | | (1,830 | ) | | ||||||||||||||
Other financing activities |
(755 | ) | 9,786 | 4,636 | (15,362 | ) | (1,695 | ) | ||||||||||||
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Net cash flows (used in)/from financing activities in continuing operations |
3,389 | 7,157 | (4,862 | ) | (5,265 | ) | 419 | |||||||||||||
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Net cash flows (used in)/from financing activities |
| | (138 | ) | | (138 | ) | |||||||||||||
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Net (decrease) increase in cash and cash equivalents |
4,705 | (45 | ) | 3,957 | (1,829 | ) | 6,788 | |||||||||||||
Net (decrease) increase in cash and cash equivalents for discontinued operations |
| | 395 | | 395 | |||||||||||||||
Initial balance of cash and cash equivalents |
7,017 | 926 | 10,824 | | 18,767 | |||||||||||||||
Effects of exchange rate changes and inflation effects on the balance sheet of cash held in foreign currencies |
15 | 44 | (1,617 | ) | | (1,558 | ) | |||||||||||||
Cash and cash equivalents at the end of the period discontinued operations |
| | (5,917 | ) | | (5,917 | ) | |||||||||||||
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Ending balance of cash and cash equivalents |
Ps. | 11,737 | Ps. | 925 | Ps. | 7,642 | Ps. | (1,829) | Ps. | 18,475 | ||||||||||
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F-33
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 25. Explanation of the seasonality or cyclical nature of intermediate operations
The Companys operation results are subject to seasonality. In general, business units net sales increases during summer and winter seasons during holidays. In Mexico, Central America and Colombia, the Company reaches highests net sales levels during summer from April to August, as well as in December due to holidays. In Brazil, Uruguay and Argentina, highests net sales levels occur during summer from October to March and in December. Our operational results reflects seasonality, but includes also, among others, economic conditions and weather. Due to above mentioned, the Company quarterly operation results can be neither consider as an isolate indicator of the full year results nor historical operation results as an isolate indicator of the forecast results. For the nine-month period ended September 30, 2019 and 2018, there are not significant impacts on the Companys operations results due to seasonality.
Note 26. Subsequent Events
Tax Reform
On October 30, 2019, Mexicos Congress approved 2020 Tax Reform, which will become effective on January 1st, 2020, unless an article expressly states a different effective date.
The most relevant changes are: 1) Taxpayers will be limited to a net interest deduction equal to 30% (this percentage might not be definitive as there is a legislative initiative that might increase it) of the entitys Adjusted Taxable Income (ATI). ATI will be determined similarly to EBITDA (earnings before interest, taxes, depreciation and amortization). A $20,000,000 pesos (approximately USD 1M) exception applies for deductible interest at a Mexican group level. The non-deductible interests that exceed the limitation could be carried forward for the subsequent 10 tax years. 2) 3) The reform modifies the excise tax (IEPS) of 1.17 pesos per liter on the production, sale and import of beverages with added sugar and HFCS (High-fructose corn syrup) for flavored beverages, through an increase based on an inflationary adjustment for the period of December 31st, 2017 until December 31st, 2019. Since January 1st, 2021, this tax will be subject to an annual increase based on the inflation of the previous year. 4) The excise tax of 25% on energized beverages will be applicable whenever the beverages include a mixture of caffeine with any other stimulating effects substances, 5) Federal Fiscal Code (FFC) was modified to attribute joint liability to partners, shareholders, directors, managers or any other responsible of the management of the business. 6) Starting on January 1st, 2021, there will be a new obligation to disclose tax structures and tax planning schemes (reportable schemes) to tax authorities. 6) The FFC will also include a provision that grants powers to the tax authority to recharacterize legal acts when, under the tax authorities perspective, there is a lack of business reason and there is a no economic benefit obtained, other than the tax benefit. Company is currently analyzing this effect.
Cash dividend payment
On November 1, 2019, the Companys paid second part of cash dividend approved on March 14, 2019, for an amount of Ps. 3,722.
Favorable Resolution of Arbitration in Brazil
On October 31, 2019, the arbitration tribunal in charge of the arbitration proceeding between us and Cervejarias Kaiser Brasil, S.A., a subsidiary of Heineken, N.V. (Kaiser), issued an award confirming that the distribution agreement pursuant to which we distribute Kaisers portfolio in the country, including Heineken beer, shall continue in full force and effect until and including March 19, 2022.
F-34