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 August, 2020
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): ☐
This Report on Form 6-K shall be incorporated by reference into the
Registration Statements on Form F-3ASR of:
The Registrant (File No. 333-235558)
Propimex, S. de R.L. de C.V. (File No. 333-235558-07)
Comercializadora la Pureza de Bebidas, S. de R.L. de C.V. (File No. 333-235558-06)
Grupo Embotellador CIMSA, S. de R.L. de C.V. (File No. 333-235558-05)
Refrescos Victoria del Centro, S. de R.L. de C.V. (File No. 333-235558-03)
Distribuidora y Manufacturera del Valle de México, S. de R.L. de C.V. (File No. 333-235558-01)
Yoli de Acapulco, S. de R.L. de C.V. (File No. 333-235558-02)
Controladora Interamericana de Bebidas, S. de R.L. de C.V. (File No. 333-235558-04)
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Operating and Financial Review Six Months Ended June 30, 2020 |
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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 six months ended June 30, 2020.
The information in this report supplements information contained in our annual report on Form 20-F for the year ended December 31, 2019 (File No. 001-12260), filed with the U.S. Securities and Exchange Commission on April 17, 2020.
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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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health epidemics, pandemics and similar outbreaks, including future outbreak of diseases, or the spread of existing diseases (including the novel coronavirus disease, also known as COVID-19 (COVID-19)), and their effect on customer behavior and on economic, political, social and other conditions in the countries where we operate and globally; |
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fluctuation in the prices of raw materials; |
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competition; |
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significant developments in the countries where we operate; |
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regulatory developments in the countries where we operate; |
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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; |
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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; and |
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adverse weather conditions or natural disasters. |
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. 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.23.08 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 June 30, 2020.
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 SIX MONTHS ENDED JUNE 30, 2020
The following is a summary and discussion of our unaudited interim condensed consolidated financial information as of June 30, 2020 and for the six month periods ended June 30, 2020 and 2019. 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, 2019.
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, 2019.
Interim Condensed Consolidated Financial Data
For the six months ended June 30, | ||||||||||||
2020(1) | 2020 | 2019 | ||||||||||
(in millions, except percentages) | ||||||||||||
unaudited | ||||||||||||
Interim Condensed Consolidated Income Statement Data |
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Total revenues |
U.S.$ | 3,828 | Ps. 88,341 | Ps. 94,444 | ||||||||
Cost of goods sold |
2,105 | 48,593 | 51,349 | |||||||||
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Gross profit |
1,723 | 39,748 | 43,095 | |||||||||
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Administrative expenses |
162 | 3,733 | 4,385 | |||||||||
Selling expenses |
1,058 | 24,399 | 25,578 | |||||||||
Other income |
17 | 384 | 364 | |||||||||
Other expenses |
82 | 1,896 | 1,404 | |||||||||
Interest expense |
203 | 4,691 | 3,475 | |||||||||
Interest income |
24 | 556 | 551 | |||||||||
Foreign exchange loss (gain), net |
(21 | ) | (493 | ) | 199 | |||||||
Monetary position (gain) loss, net |
(8 | ) | (175 | ) | 30 | |||||||
Market value (gain) loss on financial instruments |
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Income before income taxes from continuing operations and share of profit in equity accounted investees |
288 | 6,638 | 8,939 | |||||||||
Income taxes |
91 | 2,091 | 2,519 | |||||||||
Share of the loss of equity accounted investees |
(6 | ) | (144 | ) | (64 | ) | ||||||
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Net income |
191 | 4,403 | 6,356 | |||||||||
Consolidated net income |
U.S.$ | 191 | Ps. 4,403 | Ps. 6,356 | ||||||||
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Attributable to: |
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Controlling interest from continuing operations |
202 | 4,659 | 6,087 | |||||||||
Non-controlling interest from continuing operations |
(11 | ) | (256 | ) | 269 | |||||||
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Consolidated net income |
191 | 4,403 | 6,356 | |||||||||
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Ratio to Revenues (%) |
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Gross profit margin |
45.0 | 45.0 | 45.6 | |||||||||
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Net income margin |
4.99 | 4.99 | 6.73 |
(1) |
Translation to U.S. dollar amounts at an exchange rate of Ps.23.08 to U.S.$1.00 solely for the convenience of the reader. See Presentation of InformationCurrency. |
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As of | ||||||||||||
June 30, 2020(1) | June 30, 2020 | December 31, 2019 | ||||||||||
(in millions) | ||||||||||||
(unaudited) | ||||||||||||
Interim Condensed Consolidated Statements of Financial Position Data: |
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Cash and cash equivalents |
U.S.$ | 1,797 | Ps. 41,473 | Ps. 20,491 | ||||||||
Accounts receivable, net, inventories, recoverable taxes, other current financial assets, and other current assets |
1,256 | 28,895 | 36,305 | |||||||||
Total current assets |
3,053 | 70,458 | 56,796 | |||||||||
Investments in other entities |
368 | 8,491 | 9,751 | |||||||||
Property, plant and equipment, net |
2,655 | 61,276 | 61,187 | |||||||||
Rights of use assets |
53 | 1,225 | 1,382 | |||||||||
Intangible assets, net |
4,737 | 109,339 | 112,050 | |||||||||
Deferred tax assets, other non-current financial assets and other non-current assets |
914 | 21,112 | 16,673 | |||||||||
Total non-current assets |
8,727 | 201,443 | 201,043 | |||||||||
Total assets |
U.S.$ | 11,780 | Ps.271,901 | Ps.257,839 | ||||||||
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Bank loans and notes payable |
589 | 13,590 | 882 | |||||||||
Current portion of non-current debt |
158 | 3,657 | 10,603 | |||||||||
Current portion of lease liabilities |
21 | 493 | 483 | |||||||||
Interest payable |
30 | 682 | 439 | |||||||||
Suppliers, accounts payable, taxes payable and other current financial liabilities |
1,718 | 39,661 | 38,603 | |||||||||
Total current liabilities |
2,516 | 58,083 | 51,010 | |||||||||
Bank loans and notes payable |
3,208 | 74,039 | 58,492 | |||||||||
Long-term lease liabilities |
35 | 817 | 900 | |||||||||
Post-employment and other non-current employee benefits, deferred tax liabilities, other non-current financial liabilities, provisions and other non-current liabilities |
567 | 13,079 | 17,752 | |||||||||
Total non-current liabilities |
3,810 | 87,935 | 77,144 | |||||||||
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Total liabilities |
6,326 | 146,018 | 128,154 | |||||||||
Total equity |
5,454 | 125,883 | 129,685 | |||||||||
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Equity attributable to equity holders of the parent |
5,201 | 120,054 | 122,934 | |||||||||
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Non-controlling interest in consolidated subsidiaries |
253 | 5,829 | 6,751 | |||||||||
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Total liabilities and equity |
U.S.$ | 11,780 | Ps.271,901 | Ps.257,839 | ||||||||
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(1) |
Translation to U.S. dollar amounts at an exchange rate of Ps.23.08 to U.S.$1.00 solely for the convenience of the reader. See Presentation of InformationCurrency. |
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Consolidated Results of Operations for the Six Months Ended June 30, 2020 and 2019
The comparability of our financial and operating performance in the six months ended June 30, 2020 as compared to the same period in 2019 was affected by the translation effects resulting from exchange rate volatility during the six months ended June 30, 2020. To translate results of Argentina in the six months ended June 30, 2020, we used the end-of-period exchange rate of 70.46 Argentine pesos per U.S. dollar. The depreciation of the Argentine peso relative to the U.S. dollar on June 30, 2020 as compared to the end-of-period exchange rate on June 30, 2019, was 65.9%. In addition, the average depreciation of currencies used in our main operations relative to the U.S. dollar in the six months ended June 30, 2020 as compared to the same period in 2019, was: 28.1% for the Brazilian real, 12.7% for the Mexican peso, 15.9% for the Colombian peso and 22.2% for the Uruguayan peso.
Total Revenues
Our consolidated total revenues decreased by 6.5% to Ps.88,341 million in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of declines in sales volume driven mainly by the enforcement of lockdowns and social distancing measures related to the COVID-19 pandemic, coupled with unfavorable price-mix effects and an unfavorable currency translation effect resulting from the depreciation of most of our operating currencies relative to the Mexican peso. These effects were partially offset by pricing and revenue management initiatives implemented during the period. On a comparable basis, excluding currency translation effects, total revenues would have decreased by 2.8% in the six months ended June 30, 2020 as compared to the same period in 2019.
Total sales volume decreased by 3.8% in the six months ended June 30, 2020 as compared to the same period in 2019.
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Sales volume of our sparkling beverage portfolio decreased by 2.3% in the six months ended June 30, 2020 as compared to the same period in 2019, as the performance of our colas portfolio was offset by a decline in our flavored sparkling beverage portfolio. |
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Sales volume of our still beverage portfolio decreased by 10.3% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of declines in sales volume across most of our territories which were partially offset by sales volume growth in Uruguay. |
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Sales volume of our bottled water category, excluding bulk water, decreased by 23.5% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of declines in sales volume across our territories. |
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Sales volume of our bulk water category increased by 1.1% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of growth in Mexico, Brazil and Argentina. |
Consolidated average price per unit case decreased by 3.1% to Ps.51.18 in the six months ended June 30, 2020 as compared to Ps.52.83 in the same period in 2019, mainly as a result of unfavorable currency translation effects coupled with unfavorable price-mix effects. These effects were partially offset by our pricing and revenue management initiatives. On a comparable basis, average price per unit case would have increased by 0.7% in the six months ended June 30, 2020 as compared to the same period in 2019, driven mainly as a result of pricing and revenue management initiatives.
Gross Profit
Our gross profit decreased by 7.8% to Ps.39,748 million in the six months ended June 30, 2020 as compared to the same period in 2019. We had a gross margin decline of 60 basis points to reach 45.0% in the six months ended June 30, 2020 as compared to the same period in 2019. These declines were mainly as a result of (a) unfavorable price-mix effects; (b) higher concentrate costs in Mexico; (c) higher concentrate costs in Brazil related to the reduction of tax credits on concentrate purchased from the Manaus Free Trade Zone, due to our decision to suspend such tax credits; and (d) the depreciation in the average exchange rate of most of our operating currencies, which affected our U.S. dollar-denominated raw material costs. These effects were partially offset by our pricing initiatives, together with more stable sweetener and lower PET prices. On a comparable basis, our gross profit would have decreased by 4.5% in the six months ended June 30, 2020 as compared to the same period in 2019.
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 high fructose corn syrup, used as a sweetener in some countries, are denominated in U.S. dollars.
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Administrative and Selling Expenses
Our administrative and selling expenses decreased by 6.1% to Ps.28,132 million in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of labor, maintenance and marketing expense efficiencies, which were partially offset by an increase in freight costs. Our administrative and selling expenses as a percentage of total revenues increased by 10 basis points to 31.8% in the six months ended June 30, 2020 as compared to the same period in 2019. In the six months ended June 30, 2020, 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.1,512 million in the six months ended June 30, 2020 as compared to Ps.1,040 million in the same period in 2019. This increase was driven mainly by impairments on equity method investments recognized during the second quarter of 2020, which were partially offset by savings related to restructuring indemnities incurred during the first six months of 2019.
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 six months ended June 30, 2020 recorded an expense of Ps.3,466 million as compared to an expense of Ps.3,153 million in the same period in 2019. This 9.9% increase was mainly driven by a 41.4% increase in interest expense, net in the six months ended June 30, 2020 as compared to the same period in 2019. This increase in interest expense, net, was primarily a result of a one-time interest expense related to the prepayment in full of our U.S. dollar-denominated 3.875% Notes due 2023, as part of the execution of our successful debt refinancing initiatives during the first quarter of 2020. In addition, the increase in interest expense, net, was partially offset by a foreign exchange gain of Ps.493 million in the six months ended June 30, 2020 as compared to a foreign exchange loss of Ps.199 million in the same period in 2019. This gain was due to the positive impact of our cash exposure to U.S. dollars, as a result of the depreciation of the Mexican peso. Finally, in the six months ended June 30, 2020 we recognized a Ps.175 million gain in monetary position in hyperinflationary subsidiaries related to our operations in Argentina, as compared to a loss of Ps.30 million in the same period in 2019, also related to Argentina.
Income Taxes
In the six months ended June 30, 2020, our effective income tax rate was 31.5% as compared to 28.2% in the same period in 2019. This increase was driven mainly by impairments recognized during the second quarter of 2020.
Share of the Loss of Equity Accounted Investees, Net of Taxes
In the six months ended June 30, 2020, we recorded a loss of Ps.144 million in the share of the loss of equity accounted investees, net of taxes as compared to a loss of Ps.64 million in the same period in 2019, mainly as a result of losses in our joint ventures in Brazil and Panama.
Net Income (Equity holders of the parent)
For the reasons explained above, we reported a net controlling interest income of Ps.4,659 million in the six months ended June 30, 2020, as compared to a net controlling interest income of Ps.6,087 million in the same period in 2019.
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Results by Consolidated Reporting Segment
Mexico and Central America
Total Revenues
Total revenues in our Mexico and Central America consolidated reporting segment decreased by 1.7% to Ps.52,904 million in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of volume declines and an unfavorable price-mix effect. On a comparable basis, total revenues would have decreased by 3.9% in the six months ended June 30, 2020 as compared to the same period in 2019.
Total sales volume in our Mexico and Central America consolidated reporting segment decreased by 3.4% to 998 million unit cases in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of lockdowns and social distancing measures related to the COVID-19 pandemic.
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Sales volume of our sparkling beverage portfolio decreased by 1.8% in the six months ended June 2020 as compared to the same period in 2019, driven by a decrease in our flavored sparkling beverage portfolio, partially offset by flat performance in our colas portfolio, in each case as compared to the six months ended June 30, 2019. |
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Sales volume of our still beverage portfolio decreased by 10.1% in the six months ended June 30, 2020 as compared to the same period in 2019, driven by declines in the division. |
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Sales volume of bottled water, excluding bulk water, decreased by 26.3% in the six months ended June 30, 2020 as compared to the same period in 2019, driven by declines in the division. |
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Sales volume of our bulk water portfolio increased by 0.7% in the six months ended June 30, 2020 as compared to the same period in 2019, driven mainly by growth in Mexico, which was partially offset by a decline in Central America. |
Sales volume in Mexico decreased by 3.4% to 885.1 million unit cases in the six months ended June 30, 2020, as compared to 916.1 million unit cases in the same period in 2019.
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Sales volume of our sparkling beverage portfolio decreased by 2.1% in the six months ended June 2020 as compared to the same period in 2019, driven by a decrease in our flavored sparkling beverage portfolio, which was partially offset by flat performance in our colas portfolio, in each case as compared to the six months ended June 30, 2019. |
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Sales volume of our still beverage portfolio decreased by 8.5% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of bottled water, excluding bulk water, decreased by 26.0% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bulk water portfolio increased by 0.7% in the six months ended June 30, 2020 as compared to the same period in 2019. |
Consolidated average price per unit case increased by 1.7% to Ps.52.98 in the six months ended June 30, 2020, as compared to Ps.52.09 in the same period in 2019, mainly as a result of pricing and revenue management initiatives coupled with favorable currency translation effects. These factors were partially offset by unfavorable price-mix effects. On a comparable basis, average price per unit case would have decreased by 0.5% in the six months ended June 30, 2020 as compared to the same period in 2019.
Sales volume in Central America decreased by 3.2% to 112.9 million unit cases in the six months ended June 30, 2020, as compared to 116.6 million unit cases in the same period in 2019, mainly as a result of lockdowns and social distancing measures related to the COVID-19 pandemic.
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Sales volume of our sparkling beverage portfolio remained flat in the six months ended June 30, 2020 as compared to the same period in 2019, driven by an increase in sales volume of our colas portfolio, which was partially offset by a decrease in our flavored sparkling beverage portfolio, in each case as compared to the six months ended June 30, 2019. |
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Sales volume of our still beverage portfolio decreased by 19.5% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of bottled water, excluding bulk water, decreased by 29.1% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bulk water portfolio declined by 9.0% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Gross Profit
Our gross profit in this consolidated reporting segment remained flat at Ps.25,933 million in the six months ended June 30, 2020 as compared to the same period in 2019; however, gross profit margin increased by 80 basis points to 49.0% in the six months ended June 30, 2020 as compared to the same period in 2019. Gross profit margin increased mainly as a result of lower PET costs, our pricing initiatives and our favorable currency hedging strategies. These factors were partially offset by an unfavorable price-mix effect and higher concentrate costs in Mexico. On a comparable basis, gross profit would have decreased by 2.2%.
Administrative and Selling Expenses
Administrative and selling expenses as a percentage of total revenues in this consolidated reporting segment decreased by 40 basis points to 32.5% in the six months ended June 30, 2020 as compared to the same period in 2019. Administrative and selling expenses, in absolute terms, decreased by 2.8% in the six months ended June 30, 2020 as compared to the same period in 2019, driven mainly by operating expense efficiencies such as labor, maintenance and marketing expenses, and severance payments incurred during the first six months of 2019 related to the implementation of efficiency initiatives designed to create a leaner and more agile organization.
South America
Total Revenues
Total revenues in our South America consolidated reporting segment decreased by 12.7% to Ps.35,437 million in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of a decrease in sales volumes, unfavorable price-mix effects and an unfavorable currency translation effect resulting from the depreciation of most of our operating currencies in the division relative to the Mexican peso. These effects were partially offset by pricing and revenue management initiatives. Total revenues for beer amounted to Ps.7,254 million in the six months ended June 30, 2020. On a comparable basis, total revenues would have decreased by 1.1% in the six months ended June 30, 2020 as compared to the same period in 2019.
Total sales volume in our South America consolidated reporting segment decreased by 4.6% to 576.3 million unit cases in the six months ended June 30, 2020 as compared to the same period in 2019, mainly as a result of lockdowns and social distancing measures related to COVID-19.
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Sales volume of our sparkling beverage portfolio decreased by 3.1% in the six months ended June 30, 2020 as compared to the same period in 2019, driven by a 3.7% decrease in both our colas and flavored sparkling beverage portfolios, in each case as compared to the six months ended June 30, 2019. |
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Sales volume of our still beverage portfolio decreased by 10.5% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bottled water category, excluding bulk water, decreased by 20.0% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bulk water portfolio increased by 4.8% in the six months ended June 30, 2020 as compared to the same period in 2019. |
Sales volume in Brazil decreased by 4.0% to 379.5 million unit cases in the six months ended June 30, 2020, as compared to 395.5 million unit cases during the same period in 2019.
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Sales volume of our sparkling beverage portfolio decreased by 3.1% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly driven by a decrease in our colas portfolio, partially offset by an increase in our flavored sparkling beverage portfolio, in each case as compared to the same period in 2019. |
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Sales volume of our still beverage portfolio decreased by 9.3% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bottled water, excluding bulk water, decreased by 14.9% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bulk water portfolio increased by 18.1% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume in Colombia decreased by 2.3% to 119.7 million unit cases in the six months ended June 30, 2020, as compared to 122.5 million unit cases in the same period in 2019.
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Sales volume of our sparkling beverage portfolio increased by 2.5% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly driven by an increase in both our colas and flavored sparkling beverage portfolio, in each case as compared to the same period in 2019. |
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Sales volume of our still beverage portfolio decreased by 12.8% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of bottled water, excluding bulk water, decreased by 30.4% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of our bulk water portfolio decreased by 7.0% in the six months ended June 30, 2020 as compared to the same period in 2019. |
Sales volume in Argentina decreased by 11.8% to 58.5 million unit cases in the six months ended June 30, 2020, as compared to 66.3 million unit cases in 2019.
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Sales volume of our sparkling beverage portfolio decreased by 11.0% in the six months ended June 30, 2020 as compared to the same period in 2019, driven by a decrease in both our colas and flavored sparkling beverage portfolio. |
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Sales volume of our still beverage portfolio decreased by 15.6% in the six months ended June 30, 2020 as compared to the same period in 2019. |
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Sales volume of bottled water, excluding bulk water, decreased by 28.1% in the six months ended June 30, 2020 as compared to the same period in 2019. |
|
Sales volume of our bulk water portfolio increased by 35.2% in the six months ended June 30, 2020 as compared to the same period in 2019. |
Sales volume in Uruguay decreased by 7.0% to 18.6 million unit cases in the six months ended June 30, 2020, as compared to 20 million unit cases in the same period in 2019.
|
Sales volume of our sparkling beverage portfolio decreased by 9.3% in the six months ended June 30, 2020 as compared to the same period in 2019, mainly driven by a decrease in both our colas and flavored sparkling beverage portfolio, in each case as compared to the same period in 2019. |
|
Sales volume of our still beverage portfolio decreased by 44.1% in the six months ended June 30, 2020 as compared to the same period in 2019. |
|
Sales volume of bottled water increased by 13.8% in the six months ended June 30, 2020 as compared to the same period in 2019. |
Consolidated average price per unit case decreased by 11.2% to Ps.48.05 in the six months ended June 30, 2020, as compared to Ps.54.10 in the same period in 2019, mainly as a result of unfavorable currency translation effects coupled with unfavorable price-mix effects. These effects were partially offset by our revenue management initiatives. On a comparable basis, average price per unit case would have increased by 3.1% in the six months ended June 30, 2020, as compared to the same period in 2019.
Gross Profit
Gross profit in this consolidated reporting segment amounted to Ps.13,815 million, a decrease of 19.4% in the six months ended June 30, 2020 as compared to the same period in 2019, with a 320 basis point gross margin contraction to 39.0% in the six months ended June 30, 2020 as compared to the same period in 2019. This decrease in gross profit was mainly driven by declines in sales volume and unfavorable price-mix effects, coupled with higher concentrate costs in Brazil related to the reduction of tax credits on concentrate purchased from the Manaus Free Trade Zone, due to our decision to suspend such tax credits. In addition, our gross profit was affected by the deprecation of the average exchange rate of all our operating currencies in the division, which affected our U.S. dollar-denominated raw material costs. These factors were partially offset by lower PET costs and currency hedging initiatives. On a comparable basis, gross profit would have decreased by 8.6%.
Administrative and Selling Expenses
Administrative and selling expenses as a percentage of total revenues in this consolidated reporting segment increased by 70 basis points to 30.9% in the six months ended June 30, 2020 as compared to the same period in 2019. Administrative and selling expenses, in absolute terms, decreased by 10.8% in the six months ended June 30, 2020 as compared to the same period in 2019, driven mainly by operating expense efficiencies such as labor, maintenance and marketing expenses, and severance payments incurred during the first six months of 2019 related to the implementation of efficiency initiatives designed to create a leaner and more agile organization.
9
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.91,286 million as of June 30, 2020, as compared to Ps.69,977 million as of December 31, 2019. Short-term debt (including current maturities of long term debt) and long-term debt were Ps.17,247 million and Ps.74,039 million, respectively, as of June 30, 2020, as compared to Ps.11,485 million and Ps.58,492 million, respectively, as of December 31, 2019. Total debt increased by Ps.21,309 million in 2020, compared to December 31, 2019. As of June 30, 2020, our cash and cash equivalents were Ps.41,473 million, as compared to Ps.20,491 million as of December 31, 2019. As of June 30, 2020, our cash and cash equivalents were comprised of 42.0% U.S. dollars, 36.0% Mexican pesos, 13.0% Brazilian reais, 1.0% Argentine pesos, 4.0% Colombian pesos and 4.0% other legal currencies. We believe that these funds, in addition to the cash generated by our operations, are sufficient to meet our operating requirements.
Future currency devaluations, the imposition of exchange controls in any of the countries where we have operations or the extended duration of the COVID-19 pandemic 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 six months ended June 30, 2020 and 2019, from our consolidated statements of changes in cash flows:
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
(in millions) | ||||||||
(unaudited) | ||||||||
Net cash flows from operating activities |
Ps. 18,140 | Ps. 15,924 | ||||||
Net cash flows used in investing activities(1) |
(3,578 | ) | (3,609 | ) | ||||
Net cash flows generated by (used in) financing activities |
3,563 | (11,924 | ) | |||||
Dividends paid |
(5,105 | ) | (3,722 | ) |
10
Contractual Obligations
The table below sets forth our contractual obligations as of June 30, 2020:
As of June 30, 2020 | ||||||||||||||||||||
Maturity
less than 1 year |
Maturity
1 3 years |
Maturity
4 5 years |
Maturity
in excess of 5 years |
Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
Debt(1) |
||||||||||||||||||||
Mexican pesos |
Ps.13,649 | Ps.1,457 | Ps.7,497 | Ps.22,543 | Ps.45,146 | |||||||||||||||
U.S. dollars |
| | | 41,962 | 41,962 | |||||||||||||||
Brazilian reais |
187 | 84 | 69 | 8 | 348 | |||||||||||||||
Colombian pesos |
1,331 | | | | 1,331 | |||||||||||||||
Argentine pesos |
473 | | | | 473 | |||||||||||||||
Uruguayan pesos |
1,607 | 419 | | | 2,026 | |||||||||||||||
Interest Payments on Debt(2) |
||||||||||||||||||||
Mexican pesos |
2,714 | 2,073 | 3,509 | 3,827 | 12,123 | |||||||||||||||
U.S. dollars |
1,520 | 1,520 | 3,042 | 18,629 | 24,711 | |||||||||||||||
Brazilian reais |
13 | 6 | 4 | 1 | 24 | |||||||||||||||
Colombian pesos |
32 | | | | 32 | |||||||||||||||
Argentine pesos |
55 | | | | 55 | |||||||||||||||
Uruguayan pesos |
158 | 7 | | | 165 | |||||||||||||||
Cross Currency Swaps |
||||||||||||||||||||
U.S. dollars to Mexican pesos(3) |
| (355 | ) | | (1,777 | ) | (2,132 | ) | ||||||||||||
U.S. dollars to Brazilian reais(4) |
(2,061 | ) | (2,742 | ) | | | (4,803 | ) | ||||||||||||
U.S. dollars to Colombian pesos(5) |
(35 | ) | | | | (35 | ) | |||||||||||||
Interest Rate Swaps |
||||||||||||||||||||
Brazilian variable interest rate to fixed rate(6) |
105 | | | | 105 | |||||||||||||||
Forwards |
||||||||||||||||||||
U.S. dollars to Mexican pesos(7) |
(433 | ) | (28 | ) | | | (461 | ) | ||||||||||||
U.S. dollars to Brazilian reais(8) |
(213 | ) | | | | (213 | ) | |||||||||||||
U.S. dollars to Colombian pesos(9) |
(23 | ) | | | | (23 | ) | |||||||||||||
U.S. dollars to Argentine pesos(10) |
8 | | | | 8 | |||||||||||||||
U.S. dollars to Uruguayan pesos(11) |
(8 | ) | | | | (8 | ) | |||||||||||||
Commodity Hedge Contracts |
||||||||||||||||||||
Sugar(12) |
42 | (13 | ) | | | 29 | ||||||||||||||
Aluminum(13) |
16 | (8 | ) | | | 8 | ||||||||||||||
PET resin(14) |
92 | (3 | ) | | | 89 | ||||||||||||||
Lease obligations (IFRS 16) |
500 | 162 | 412 | 264 | 1,338 | |||||||||||||||
Expected Benefits to be Paid for Pension and Retirement Plans, Seniority Premiums and Post-employment |
278 | 404 | 629 | 1,987 | 3,298 |
(1) |
Excludes the effect of cross currency swaps. |
(2) |
Interest was calculated using the contractual debt and nominal interest rates as of June 30, 2020. Liabilities denominated in U.S. dollars were converted to Mexican pesos at an exchange rate of Ps.22.97 per U.S. dollar, which was the exchange rate determined by Banco de México for the settlement of obligations in foreign currencies on June 30, 2020. |
(3) |
Cross-currency swaps used to convert U.S. dollar-denominated debt into Mexican peso-denominated debt with a notional amount of Ps.14,472 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 June 30, 2020. |
(4) |
Cross-currency swaps used to convert U.S. dollar-denominated debt into Brazilian real-denominated debt with a notional amount of Ps.16,347 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 June 30, 2020. |
(5) |
Cross-currency swaps used to convert U.S. dollar-denominated debt into Colombian peso-denominated debt with a notional amount of Ps.466 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 June 30, 2020. |
(6) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(7) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(8) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(9) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(10) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
11
(11) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(12) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(13) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
(14) |
Reflects the market value as of June 30, 2020 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 June 30, 2020. |
Debt Structure
The following chart sets forth the debt breakdown of our company and its subsidiaries by currency and interest rate type as of June 30, 2020:
Currency |
Percentage of Total Debt(1) | Average Nominal Rate(2) | Average Adjusted Rate(1)(3) | |||||||||
Mexican pesos |
68.0 | % | 6.7 | % | 7.3 | % | ||||||
U.S. dollars |
13.2 | % | 3.6 | % | 2.8 | % | ||||||
Brazilian reais |
13.8 | % | 6.8 | % | 9.1 | % | ||||||
Colombian pesos |
2.1 | % | 4.6 | % | 4.5 | % | ||||||
Argentine pesos |
0.6 | % | 37.7 | % | 37.7 | % | ||||||
Uruguayan pesos |
2.4 | % | 12.1 | % | 12.1 | % |
(1) |
Includes the effects of our derivative contracts as of June 30, 2020, including cross currency swaps from U.S. dollars to Mexican pesos and U.S. dollars to Brazilian reais. |
(2) |
Annual weighted average interest rate per currency as of June 30, 2020. |
(3) |
Annual weighted average interest rate per currency as of June 30, 2020 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, 2019. |
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, changes in laws and regulations applicable to our operations and sales, 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 19 to our unaudited interim condensed consolidated financial statements as of June 30, 2020 and for the six month periods ended June 30, 2020 and 2019 and note 26 to our consolidated financial statements as of December 31, 2019. 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 June 30, 2020:
As of June 30, 2020 | ||||
(in millions) | ||||
(unaudited) | ||||
Tax |
Ps. | 2,287 | ||
Labor |
2,169 | |||
Legal |
1,044 | |||
Total |
Ps. | 5,500 |
As is customary in Brazil, we have been required by the relevant authorities to collateralize tax contingencies currently in litigation amounting to Ps.9,213 million and Ps.10,471 million as of June 30, 2020 and December 31, 2019, 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.
12
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:
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
(in millions ) | ||||||||
(unaudited) | ||||||||
Mexico and Central America(1) |
Ps. 2,554 | Ps. 2,079 | ||||||
South America(2) |
1,313 | 1,882 | ||||||
Capital expenditures, net |
3,867 | 3,961 |
(1) |
Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama. |
(2) |
Includes Colombia, Brazil, Argentina and Uruguay. |
In 2020 and 2019, we have focused our capital expenditures on investments in (i) returnable bottles and cases, (ii) improving the efficiency in our distribution infrastructure, (iii) placing coolers with retailers, (iv) information technology and (v) increasing production capacity.
We have budgeted approximately U.S.$438 million (Ps.10,110 million as of June 30, 2020) for our capital expenditures in 2020.
We estimate that of our projected capital expenditures for 2020, approximately 42.9% 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 the remainder of 2020. Our capital expenditure plan for the remainder of 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, 2019.
The following table provides a summary of the fair value of derivative instruments as of June 30, 2020. 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 June 30, 2020 | ||||||||||||||||||||
Maturity
less than 1 year |
Maturity
1 3 years |
Maturity
4 5 years |
Maturity in
excess of 5 years |
Total fair
value |
||||||||||||||||
(in millions) | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
Cross Currency Swaps |
||||||||||||||||||||
U.S. dollars to Mexican pesos |
Ps. | Ps. (355 | ) | Ps. | Ps. (1,777 | ) | Ps.(2,132 | ) | ||||||||||||
U.S. dollars to Brazilian reais |
(2,061 | ) | (2,742 | ) | | | (4,803 | ) | ||||||||||||
U.S. dollars to Colombian pesos |
(35 | ) | | | | (35 | ) | |||||||||||||
Interest Rate Swaps |
||||||||||||||||||||
Brazilian variable interest rate to fixed rate |
105 | | | | 105 | |||||||||||||||
Forwards |
||||||||||||||||||||
U.S. dollars to Mexican pesos |
(433 | ) | (28 | ) | | | (461 | ) | ||||||||||||
U.S. dollars to Brazilian reais |
(213 | ) | | | | (213 | ) | |||||||||||||
U.S. dollars to Colombian pesos |
(23 | ) | | | | (23 | ) |
13
Fair Value as of June 30, 2020 | ||||||||||||||||
Maturity
less than 1 year |
Maturity
1 3 years |
Maturity
4 5 years |
Maturity in excess of 5 years |
Total fair value |
||||||||||||
(in millions) | ||||||||||||||||
U.S. dollars to Argentine pesos |
8 | | | | 8 | |||||||||||
U.S. dollars to Uruguayan pesos |
(8 | ) | | | | (8) | ||||||||||
Commodity Hedge Contracts |
||||||||||||||||
Sugar |
42 | (13 | ) | | | 29 | ||||||||||
Aluminum |
16 | (8 | ) | | | 8 | ||||||||||
PET resin |
92 | (3 | ) | | | 89 |
14
Recent developments relating to COVID-19
The COVID-19 pandemic has negatively affected global and regional economic conditions. In response, we have taken preventive measures at our offices and facilities to ensure continued operations and to keep our teams and our customers healthy and safe. As part of those preventive measures we have created a comprehensive management framework designed to guide our mitigation actions across five key areas: collaborators, clients, consumers, community and cash flow. These initiatives include:
|
Collaborators: Ensuring employees safety and wellbeing is of utmost importance. Examples of additional measures include implementing reinforced health, sanitation and hygiene protocols across our facilities and providing our employees with additional protective equipment such as masks, gloves and sanitizing gels. |
|
Clients: We are helping our clients to remain open for business in a safe way. Among our initiatives, we are leveraging our digital capabilities such as multichannel order-taking via B2B platforms, contact centers, and messaging and voice over IP services. In addition, our preventive measures include donating protective screens for our clients counters. |
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Consumers: Consumers are one of our top priorities. Accordingly, our mitigation actions include leveraging our affordability portfolio across key markets and channels, as well as reinforcing our presence in digital and direct-to-home channels. |
|
Community: As part of our social response to the COVID-19 pandemic, we are donating beverages to health centers, transporting medical supplies, contributing to the construction of alternative health centers, and acquiring medical equipment, among other community relief initiatives. |
|
Cash Flow: Consistent with our financial discipline, we are implementing measures to further strengthen our balance sheet and protect our cash flow by prioritizing or deferring capital expenditures and rationalizing expenses. |
Government responses to the COVID-19 pandemic have caused temporary closures and social distancing measures at points of sale, including restaurants, cinemas and other venues, such as stadiums, auditoriums and concert halls, causing fluctuations in the volumes and mix of the products we sell. As a result, we have adopted a number of initiatives to reduce costs in the territories where we operate, including a review of our capital expenditures for the rest of 2020.
Despite the fact that the COVID-19 pandemic resulted in the imposition of strict measures in the territories where we operate, as of June 30, 2020, we have not had significant disruptions in our operations or supply chain. During the first six months ended June 30, 2020, we saw a very resilient traditional trade channel (sales made at small retail stores to consumers), which is our most important sales channel. In addition, we saw an increase in sales through our digital sales channels, such as food aggregators, digital platforms and telemarketing, as the imposition of measures and regulations aimed at containing the COVID-19 pandemic have tilted consumer preferences towards these channels. As a result, and in an effort to safeguard the health of our workforce and business partners, we are reinforcing our presence in these distribution channels. This reinforcement is aligned with our overall digitization and omnichannel strategies.
The COVID-19 pandemic has also caused and continues to cause significant volatility in the financial markets, undermining investors confidence in the growth of countries and businesses. Major stock markets have halted operations on several occasions as persistent market turmoil intensifies and new information becomes available. Currencies in many of the countries where we operate, including the Mexican peso, have suffered a significant depreciation against the U.S. dollar as compared to December 31, 2019, which has increased the cost of some of our raw materials, and therefore negatively affected our financial results. In addition, the long-term economic effects of the COVID-19 pandemic may include lower or negative growth rates in the markets where we operate and reduced demand for our products or a shift to lower margin products. The COVID-19 pandemic has also increased the interest rates for short term loans, and these market conditions, if persisting for an extended duration, could affect our costs of financing. Furthermore, the duration of the COVID-19 pandemic is uncertain, and we cannot predict whether the virus will continue spreading in the territories where we operate or when or if the pandemic will subside.
Recent developments relating to regulations in Mexico
In June 2019, the government of the State of Oaxaca, Mexico amended the Law for the Prevention and Management of Solid Waste (Ley para la Prevención y Gestión Integral de los Residuos Sólidos) to prohibit the use, sale and distribution of single-use PET bottles for water and all other beverages in the State of Oaxaca. As a result, on July 30, 2019, two of our Mexican subsidiaries filed a constitutional challenge (amparo) against the amended law aiming to obtain an injunction, which was denied. The proceeding continues and is pending resolution. However, we cannot assure you that any legal measures taken by us will have the desired effect or that the amendment will not have an adverse impact on our business and results of operations in Mexico.
15
In March 2020, the Mexican government amended the existing Official Mexican Standard (NOM-051), which regulates the labeling of prepackaged food and non-alcoholic beverages (Products), to introduce a new labeling system for Products sold in Mexico. The amended regulation sets forth that Products nutrition facts labels must include protein, sugar, added sugar, sodium, saturated fat and other fat contents per 100 grams or 100 milliliters. Nutrition facts labels must also include complementary nutritional information by means of octagonal seals, which shall apply to Products that exceed the NOM-051 parameters regarding recommended sugar, calorie, sodium, saturated fat and other fat contents, as well as warnings for any Products that contain caffeine or non-caloric sweeteners. In accordance with the amended NOM-051, our entire portfolio (except for water) is required to comply with the new labeling guidelines by October 1, 2020, although Products labeled in compliance with the pre-amended NOM-051 are permitted to remain on the market until November 30, 2020. We are currently implementing the measures necessary to comply with the new NOM-051 within the required timeframe, including with regards to our containers and packaging suppliers capacity, among other technical difficulties. Additionally, we have filed a constitutional challenge (amparo) against the amended NOM-051, which is still pending resolution. We cannot assure you that these amendments will not have an adverse impact on our business and results of operations in Mexico or that any legal measures taken by us will have the desired effect.
Recent developments relating to increased costs of renewable energy in Mexico
In the context of the power industry, the current Mexican federal government has publicly stated that one of its objectives is to strengthen the Federal Electricity Commission (Comisión Federal de Electricidad) (CFE). In this regard, during the second and third quarters of 2020, the governmental authorities within the power sector (i.e., the National Center of Energy Control (Centro Nacional de Control de Energía), the Energy Regulatory Commission (Comisión Reguladora de Energía) (CRE) and the Ministry of Energy (Secretaría de Energía)) issued certain orders, resolutions and public policies imposing restrictions and additional requirements for purposes of the development, construction and/or operation of intermittent renewable energy projects, particularly, solar photovoltaic and wind power plants. Accordingly, in May 2020, CRE, as regulator of the Mexican power sector, approved an increase to the transmission cost applicable to holders of grandfathered interconnection agreements (titulares de contratos de interconexión legados) that produce energy from renewable energy or efficient cogeneration sources. Grandfathered projects are those subject to the rules pursuant to the laws applicable before the Mexican energy reform as of 2013-2014. This new cost for the transmission service constitutes an increase for grandfathered renewable projects which was applied by CFE as of July 2020. While the entities legally obliged to pay for those transmission costs are generators (that is, holders of the grandfathered interconnection agreements), depending on the structure agreed in the corresponding energy supply/delivery contracts (PPAs) (e.g., as a pass-through of such transmission costs or a change in law), end-users under the grandfathered self-supply (autoabastecimiento) scheme may run the risk of transmission costs and be obligated to pay the relevant generator for said incremental costs. In other words, offtakers (as self-supplied consumers) would assume significant power-related costs vis-à-vis their operation. Several constitutional challenges (amparos) against such increase in transmission charges have been filed by multiple affected parties, including, generator(s) with which we have signed a PPA. A permanent have injunction (suspensión definitiva) in respect of such increase has been granted by Mexican federal courts in favor of most generators with whom we have entered into PPAs, except for one generator, which obtained a temporary injunction (suspension temporal) and expects that a permanent injunction will be granted on the hearings to be held in its amparo proceedings. Where a permanent injunction has been granted, the new transmission costs will not be applicable during the course of the corresponding amparo proceedings. Ultimately, courts will have to decide on the merits of the amparo challenge and whether to uphold or not the CRE resolution whereby these incremental transmission costs to grandfathered renewable/efficient cogeneration projects were established. We cannot assure you that these legal measures will have the desired effect and that this increase will not have an adverse impact on our results of operations as we may be forced to incur additional costs for consumption of electricity. Additionally, we may be forced to consume energy other than the renewable energy that is provided to us under current PPAs. Furthermore, we cannot assure you that the Mexican government will not implement similar measures or other changes in laws, policies and regulations impacting the power sector in Mexico, which could make it more difficult to purchase power at competitive prices.
Recent developments relating to our goals to reduce greenhouse gas emissions
In June 2020, we received the approval from the Science Based Targets Initiative (SBTi) for our greenhouse gas (GHG) emissions reduction targets. SBTi is a collaboration between the Carbon Disclosure Project, the United Nations Global Compact, the World Resources Institute and the World Wide Fund for Nature. In 2019, we worked in collaboration with our value chain to develop a robust GHG emissions inventory and have defined the following goals, intended to be met by 2030:
|
reduce absolute GHG emissions from our operations by 50% compared to the 2015 baseline; |
|
reduce absolute GHG emissions from our value chain, covering purchased goods and services and upstream transportation and distribution by 20% compared to the 2015 baseline; and |
|
achieve 100% renewable electricity in our operations. |
16
The targets we established for our operations are consistent with reductions required to meet the goals of the Paris Agreement and limit global warming to well-below 2ºC. Our target for emissions from our value chain meets the SBTis criteria for ambitious value chain goals, meaning it is in line with current best practice.
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: August 25, 2020
Coca-Cola FEMSA, S.A.B. de C.V. | ||
By: |
/s/ Constantino Spas Montesinos |
|
Name: | Constantino Spas Montesinos | |
Title: | Chief Financial Officer |
19
Exhibit 99.1
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statement of Financial Position
As of June 30, 2020 and December 31, 2019
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statement of financial position.
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Income Statements
For the six-month periods ended June 30, 2020 and 2019.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except for earnings per share amounts.
Note |
June 30,
2020 (1) |
June 30,
2020 |
June 30,
2019 |
|||||||||||||
Net sales |
21 | $ | 3,805 | Ps. | 87,821 | Ps. | 93,909 | |||||||||
Other operating revenues |
23 | 520 | 535 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total revenues |
3,828 | 88,341 | 94,444 | |||||||||||||
Cost of goods sold |
2,105 | 48,593 | 51,349 | |||||||||||||
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|
|
|
|||||||||||
Gross profit |
1,723 | 39,748 | 43,095 | |||||||||||||
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|
|||||||||||
Administrative expenses |
162 | 3,733 | 4,385 | |||||||||||||
Selling expenses |
1,058 | 24,399 | 25,578 | |||||||||||||
Other income |
13 | 17 | 384 | 364 | ||||||||||||
Other expenses |
13 | 82 | 1,896 | 1,404 | ||||||||||||
Interest expense |
12 | 203 | 4,691 | 3,475 | ||||||||||||
Interest income |
24 | 556 | 551 | |||||||||||||
Foreign exchange (gain) loss, net |
(21 | ) | (493 | ) | 199 | |||||||||||
Monetary position (gain) loss, net |
(8 | ) | (175 | ) | 30 | |||||||||||
Market value (gain) loss on financial instruments |
| (1 | ) | | ||||||||||||
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|
|
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Income before income taxes from continuing operations and share of profit in equity accounted investees |
288 | 6,638 | 8,939 | |||||||||||||
Income taxes |
18 | 91 | 2,091 | 2,519 | ||||||||||||
Share in the profit of equity accounted investees, net of tax |
(6 | ) | (144 | ) | (64 | ) | ||||||||||
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|
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CONSOLIDATED NET INCOME |
191 | 4,403 | 6,356 | |||||||||||||
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|
|
|
|
|||||||||||
Controlling interest from continuing operations |
202 | 4,659 | 6,087 | |||||||||||||
Non-controlling interest from continuing operations |
(11 | ) | (256 | ) | 269 | |||||||||||
|
|
|
|
|
|
|||||||||||
CONSOLIDATED NET INCOME |
$ | 191 | Ps. | 4,403 | Ps. | 6,356 | ||||||||||
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|
|
|
|
|||||||||||
Basic earnings per share from continuing operations |
17 | $ | 0.01 | Ps. | 0.28 | Ps. | 0.36 | |||||||||
Diluted earnings per share from continuing operations |
17 | $ | 0.01 | Ps. | 0.28 | Ps. | 0.36 | |||||||||
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Shares |
17 | 16,807 | 16,807 | 16,807 | ||||||||||||
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|
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated income statements.
2
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
For the six-month periods ended June 30, 2020 and 2019.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note |
June 30,
2020 (1) |
June 30,
2020 |
June 30,
2019 |
|||||||||||||
CONSOLIDATED NET INCOME |
$ | 191 | Ps. | 4,403 | Ps. | 6,356 | ||||||||||
|
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|
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|
|||||||||||
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 |
58 | 1,349 | (645 | ) | ||||||||||||
Exchange differences on the translation of foreign operations and associates |
39 | 889 | (825 | ) | ||||||||||||
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|
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|
|||||||||||
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods |
97 | 2,238 | (1,470 | ) | ||||||||||||
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|
|
|
|
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Items that will not to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||
Remeasurements of the net defined benefit liability |
(10 | ) | (234 | ) | (7 | ) | ||||||||||
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|
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Other comprehensive loss) not being reclassified to profit or loss in subsequent periods |
(10 | ) | (234 | ) | (7 | ) | ||||||||||
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|
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Total other comprehensive income (loss), net of tax |
87 | 2,004 | (1,477 | ) | ||||||||||||
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|
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|
|||||||||||
Consolidated comprehensive income (loss), net of tax |
$ | 278 | Ps. | 6,407 | Ps. | 4,879 | ||||||||||
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|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||
Equity holders of the parent from continuing operations |
$ | 318 | Ps. | 7,329 | Ps. | 4,742 | ||||||||||
Non-controlling interest from continuing operations |
(40 | ) | (922 | ) | 137 | |||||||||||
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income for the year, net of tax |
$ | 278 | Ps. | 6,407 | Ps. | 4,879 | ||||||||||
|
|
|
|
|
|
(1) |
Convenience translation to U.S. dollars ($) See Note 2.2.3 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of comprehensive income.
3
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
For the six-month periods ended June 30, 2020 and 2019.
In millions of U.S. dollars ($) 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-
ontrolling interest |
Total
Equity |
||||||||||||||||||||||||||||||||||
Balances at December 31, 2018 |
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 | ||||||||||||||||||||||
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Accounting standard adoption effects, net of tax |
| | (114 | ) | | | | | (114 | ) | | (114 | ) | |||||||||||||||||||||||||||||||
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Balances as of January 1, 2019 |
2,060 | 45,560 | 71,156 | (1,524 | ) | (149 | ) | 8,071 | (344 | ) | 124,830 | 6,806 | 131,636 | |||||||||||||||||||||||||||||||
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Net income |
| | 6,087 | | | | | 6,087 | 269 | 6,356 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax |
| | | | (619 | ) | (719 | ) | (7 | ) | (1,345 | ) | (132 | ) | (1,477 | ) | ||||||||||||||||||||||||||||
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Total comprehensive income (loss) |
| | 6,087 | | (619 | ) | (719 | ) | (7 | ) | 4,742 | 137 | 4,879 | |||||||||||||||||||||||||||||||
Dividends declared |
| | (7,437 | ) | | | | | (7,437 | ) | (3 | ) | (7,440 | ) | ||||||||||||||||||||||||||||||
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Balances as of June 30, 2019 |
Ps. | 2,060 | Ps. | 45,560 | Ps. | 69,806 | Ps. | (1,524 | ) | Ps. | (768 | ) | Ps. | 7,352 | Ps. | (351 | ) | Ps. | 122,135 | Ps. | 6,940 | Ps. | 129,075 | |||||||||||||||||||||
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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-
ontrolling interest |
Total
Equity |
||||||||||||||||||||||||||||||||||
Balances as of January 1, 2020 |
Ps. | 2,060 | Ps.45,560 | Ps. | 75,820 | Ps. | (1,740 | ) | Ps. | (968 | ) | Ps. | 3,057 | Ps. | (855 | ) | Ps. | 122,934 | Ps. | 6,751 | Ps. | 129,685 | ||||||||||||||||||||||
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Net income |
| | 4,659 | | | | | 4,659 | (256 | ) | 4,403 | |||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax |
| | | | 1,293 | 1,611 | (234 | ) | 2,670 | (666 | ) | 2,004 | ||||||||||||||||||||||||||||||||
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Total comprehensive income (loss) |
| | 4,659 | | 1,293 | 1,611 | (234 | ) | 7,329 | (922 | ) | 6,407 | ||||||||||||||||||||||||||||||||
Dividends declared |
| | (10,209 | ) | | | | | (10,209 | ) | | (10,209 | ) | |||||||||||||||||||||||||||||||
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Balances as of June 30, 2020 |
Ps. | 2,060 | Ps. | 45,560 | Ps. | 70,270 | Ps. | (1,740 | ) | Ps. | 325 | Ps. | 4,668 | Ps. | (1,089 | ) | Ps. | 120,054 | Ps. | 5,829 | Ps. | 125,883 | ||||||||||||||||||||||
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The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of changes in equity.
4
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the six-month period ended June 30, 2020 and 2019.
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 |
The accompanying notes are an integral part of these interim condensed consolidated statements of cash flows.
5
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 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 in Philippines.
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 FEMSA 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 (NYSE: 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.
The most significant subsidiaries which the Company controls are discloed in Note 1 of our annual consolidated financial statements.
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, 2019.
The accompanying condensed consolidated statement of financial position as of June 30, 2020, as well as the condensed consolidated statements of income, comprehensive income (loss), cash flows and changes in equity for the six-month periods ended June 30, 2020 and 2019, and their related disclosures included in these notes, are unaudited. significant accounting policies are described in Note 2.3 and 3.
These interim condensed consolidated financial statements and notes were authorized for issuance by the Companys Chief Executive Officer Constantino Spas Montecinos on August 24, 2020, based on figures approved by the Companys Board of Directors on July 22, 2020; subsequent events have been considered through that date.
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. |
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Trust assets of post-employment and other long-term employee benefit plans. |
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Investments in equity instruments and some financial liabilities. |
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.
6
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 June 30, 2020 the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the six-month period year ended June 30, 2020 were converted into U.S. dollars at closing exchange rate of 23.08 Mexican pesos per U.S. dollar as published by the Federal Reserve Bank of New York as of June 30, 2020. 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 explained in Note 2.1 above, as of August 14, 2020 the exchange rate was Ps. 22.02 per U.S. dollar, an appreciation of 4.61% since June 30, 2020.
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 June 30, 2020 are the same as those mentioned in our last audited annual consolidated financial statements as of and for the year ended December 31, 2019.
2.4 Application of recently issued accounting standards
In the following sentences are presented a list of the new and modify standards, which have been issued by the ISAB, and that are applicable for annual periods starting January 1st, 2020.
Modifications to the Conceptual Framework
The Conceptual Framework for Financial Information (Conceptual Framework) have been issued on March 2018 replacing the previous version of the Conceptual Framework issued on 2010. The Conceptual Framework describes the purpose and concepts of general purpose for the financial information. The purpose of the Conceptual Framework is to:
a) |
Help to the IASB to develop standards that are based on consistent concepts; |
b) |
Assist to preparers to develop congruent accounting policies when no Standard is applicable to a specific transaction or event, or when a Standard allows an accounting policy option; and |
c) |
Help to all parties to understand and interpret the Standards. |
The Conceptual Framework is not a Standard. No content of the Conceptual Framework prevails over any Standard or requirement of a Standard.
The Conceptual Framework is effective immediately for the IASB and the IFRIC, and is effective for periods beginning on or after January 1, 2020, and its early application is permitted, for companies that use the Conceptual Framework to develop their accounting policies when IFRS are not applicable for a particular transaction.
The modification did not have an impact in the Company´s consolidated financial statements.
Modifications to IFRS 3 Definition of a Business (IFRS 3)
It was issued in October 2018. The modified decision emphasize that the final purpose of a business is to provide goods and services to the clients, While the previous definition was focused on the yields in dividend terms, less costs or other economic benefits for the investors and others. The distinction between a business and a group of assets is important because an acquirer recognize goodwill when acquires a business.
The modifications to IFRS 3 are effectives on January 1st, 2020. The modification did not have an impact in the Company´s consolidated financial statements.
7
Modifications to IAS 1 and IAS 8 Definition of Material or relative importance (IAS 1 and IAS 8).
The definition of material or relative importance helps companies determine whether information about an item, transaction or other event should be provided to the users of the financial statements. However, companies had difficulty using the above definition in making judgments about materiality or relative importance in the preparation of the financial statements. Accordingly, the IASB published new definitions (Amendments to IAS 1 and IAS 8) in October 2018.
a) |
Previous definition: |
Omissions of information or inaccuracies are material, or have relative importance if they can, individually or in whole, influence in the economic decisions taken by the users of the information on the base of the financial statements.
b) |
New definition: |
Information is material if its omission, inaccuracy or concealment can be reasonably be expected to influence the decisions that the principal users of the financial information take on the base of the financial statements.
The definition of material in the IAS 8 is replaced by a reference to the IAS 1. In addition, to ensure the consistent, the IASB has modified the rest of the affected standards. The modifications that are effective on January 1st, 2020, with mandatory prospective application and its early application is permitted. The modification did not have an impact in the Company´s consolidated financial statements.
Interest Rate Benchmark ReformAmendments to IFRS 9, IAS 39 and IFRS 7
In September 2019, the IASB issued amendments to IFRS 9, IAS 39 and IFRS 7 Financial Instruments: Disclosures, which concludes phase one of its work to respond to the effects of Interbank Offered Rates (IBOR) reform on financial reporting. The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark with an alternative nearly risk-free interest rate (an RFR).
The amendments include a number of reliefs, which apply to all hedging relationships that are directly affected by IBOR reform. A hedging relationship is affected if the reform gives rise to uncertainties about the timing and/or amount of benchmark-based cash flows of the hedged item or the hedging instrument.
Application of the reliefs is mandatory. The first three reliefs provide for:
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The assessment of whether a forecast transaction (or component thereof) is highly probable |
|
Assessing when to reclassify the amount in the cash flow hedge reserve to profit and loss |
|
The assessment of the economic relationship between the hedged item and the hedging instrument |
For each of these reliefs, it is assumed that the benchmark on which the hedged cash flows are based (whether or not contractually specified) and/or, for relief three, the benchmark on which the cash flows of the hedging instrument are based, are not altered as a result of IBOR reform.
A fourth relief provides that, for a benchmark component of interest rate risk that is affected by IBOR reform, the requirement that the risk component is separately identifiable need be met only at the inception of the hedging relationship. Where hedging instruments and hedged items may be added to or removed from an open portfolio in a continuous hedging strategy, the separately identifiable requirement need only be met when hedged items are initially designated within the hedging relationship.
To the extent that a hedging instrument is altered so that its cash flows are based on an RFR, but the hedged item is still based on IBOR (or vice versa), there is no relief from measuring and recording any ineffectiveness that arises due to differences in their changes in fair value.
The reliefs continue indefinitely in the absence of any of the events described in the amendments. When an entity designates a group of items as the hedged item, the requirements for when the reliefs cease are applied separately to each individual item within the designated group of items.
The amendments also introduce specific disclosure requirements for hedging relationships to which the reliefs are applied.
The amendments are effective for annual periods beginning on or after 1 January 2020 and must be applied retrospectively. However, any hedge relationships that have previously been de-designated cannot be reinstated upon application, nor can any hedge relationships be designated with the benefit of hindsight. Early application is permitted and must be disclosed. The modification did not have an impact in the Company´s consolidated financial statements.
8
Amendment to IFRS 16Covid-19 related rental concessions
The amendment allows an optional practical expedient that simplifies how tenants account the rental concessions, arising as a direct consequence for the COVID-19 pandemic.
The practical file will only be applied if:
|
the new consideration is substantially equal to or lesser than the original consideration; |
|
the decrease in the lease payments refers to rental payments that occur before June 30, 2021; and |
|
no other substantial changes to the lease terms have been made. |
Those lessees who apply this practical file must disclose:
|
The fact that the practical expedient has been applied to all eligible rental concessions and, if applicable to some selected ones; the nature of the contracts to which they have applied the practical file; and |
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the amount recognized in results for the reporting period that arises from the application of the practical file. |
This amendment does not provide a practical expedient for lessors. Lessors are required to continue evaluating whether the rental concessions are lease modifications and justify them accordingly.
These modifications are effective for periods beginning on or after June 1, 2020, with earlier application permitted. The Company had no significant impact from the application of this amendment.
Note 3. Significant Accounting Policies
The accounting policies that were applied to these consolidated condensed interim financial statements as of and for the six-month period June 30, 2020, except for those newly issued financial reporting standards effective January 1, 2020, 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, 2019.
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 /
Recording Currency |
Average Exchange Rate as of | Exchange Rate as of | ||||||||||||||||
Country or Zone |
Currency | June 30, 2020 | June 30, 2019 | June 30, 2020 | December 31, 2019 | |||||||||||||
Mexico |
Mexican peso | 1.00 | 1.00 | 1.00 | 1.00 | |||||||||||||
Guatemala |
Quetzal | 2.89 | 2.50 | 2.98 | 2.45 | |||||||||||||
Costa Rica |
Colon | 0.04 | 0.03 | 0.04 | 0.03 | |||||||||||||
Panama |
U.S. dollar | 22.27 | 19.27 | 22.97 | 18.85 | |||||||||||||
Colombia |
Colombian peso | 0.01 | 0.01 | 0.01 | 0.01 | |||||||||||||
Nicaragua |
Cordoba | 0.65 | 0.58 | 0.67 | 0.56 | |||||||||||||
Argentina |
Argentine peso | 0.32 | 0.44 | 0.33 | 0.31 | |||||||||||||
Brazil |
Reais | 4.29 | 4.99 | 4.19 | 4.68 | |||||||||||||
Uruguay |
Uruguayan peso | 0.52 | 0.55 | 0.54 | 0.51 |
(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).
9
As of June 30, 2020 and December 31, 2019, the operations of the Company are classified as follows:
Country |
Cumulative
Inflation 2017-2020 |
Type of Economy |
Cumulative
Inflation 2016-2019 |
Type of Economy | ||||||||
Mexico |
12.8 | % | Non-hyperinflationary | 13.2 | % | Non-hyperinflationary | ||||||
Guatemala |
11.4 | % | Non-hyperinflationary | 11.8 | % | Non-hyperinflationary | ||||||
Costa Rica |
4.7 | % | Non-hyperinflationary | 5.8 | % | Non-hyperinflationary | ||||||
Panama |
0.1 | % | Non-hyperinflationary | 0.5 | % | Non-hyperinflationary | ||||||
Colombia |
9.7 | % | Non-hyperinflationary | 11.0 | % | Non-hyperinflationary | ||||||
Nicaragua |
16.1 | % | Non-hyperinflationary | 15.6 | % | Non-hyperinflationary | ||||||
Argentina |
192.5 | % | Hyperinflationary | 179.4 | % | Hyperinflationary | ||||||
Brazil |
9.6 | % | Non-hyperinflationary | 11.1 | % | Non-hyperinflationary | ||||||
Uruguay |
28.6 | % | Non-hyperinflationary | 22.0 | % | Non-hyperinflationary |
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 distinct or represent substantially the entire capacity of a physically distinct 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 for what purpose the asset is used. When the use of the asset is predetermined, the Company has the right to direct the use of the asset if: i) has the right to operate the asset; or ii) designed the asset to pre- determine for what purpose it will be used. |
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 over to the shortest period 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 evaluated for impairment and adjusted for some lease liability remedies.
10
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 to the corresponding carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount of the asset by right of use has been reduced to zero.
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, 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 using the 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. 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 interim condensed consolidated statements of financial position and cash flows is comprised of the following:
June 30, 2020 | December 31, 2019 | |||||||
Cash and bank balances |
Ps. | 12,097 | Ps. | 4,641 | ||||
Cash equivalents |
29,376 | 15,850 | ||||||
|
|
|
|
|||||
Ps. | 41,473 | Ps. | 20,491 | |||||
|
|
|
|
Note 5. Trade Accounts Receivable, Net
As of June 30, 2020 and December 31, 2019, Companys trade accounts receivables, net are as follows:
June 30, 2019 | December 31, 2019 | |||||||
Trade receivables |
Ps. | 6,665 | Ps. | 11,277 | ||||
The Coca-Cola Company (related party) (Note 11) |
931 | 802 | ||||||
Loans to employees |
82 | 56 | ||||||
FEMSA and subsidiaries (related parties) (Note 11) |
656 | 2,039 | ||||||
Other related parties (Note 11) |
268 | 614 | ||||||
Other |
1,198 | 1,181 | ||||||
Allowance for expected credit losses |
(615 | ) | (493 | ) | ||||
|
|
|
|
|||||
Ps. | 9,185 | Ps. | 15,476 | |||||
|
|
|
|
11
Note 6. Inventories
As of June 30, 2020 and December 31, 2019, Companys inventories are Ps. 9,967 and Ps. 10,538, respectively. For the the six-month period ended June 30, 2020 and 2019, the Company recognized write-downs of its inventories for Ps. 29 and Ps. 121 respectively, to net realizable value.
Note 7. Other Current Assets and Other Current Financial Assets
As of June 30, 2020 and December 31, 2019, Companys other current assets and other current financial assets totalled Ps. 4,692 and Ps. 2,724, respectively.
Note 8. Leases
For the six-month period ended as of June 30, 2020, the change in the Companys right-of-use asset, is as follows:
Ps. Total | ||||
Cost as of January 1, 2020 |
1,382 | |||
Additions |
214 | |||
Disposals |
(25 | ) | ||
Depreciation |
(287 | ) | ||
Indexation effect |
(19 | ) | ||
Hyperinflationary economies effect |
8 | |||
Effects of changes in foreign exchange rates |
(48 | ) | ||
|
|
|||
Ps | .1,225 | |||
|
|
As of June 30, 2020, Companys lease liabilities, are as follows:
June 30, 2020 | ||||
Maturity analysis |
||||
Less than one year |
Ps. | 493 | ||
One to three years |
222 | |||
More than three years |
595 | |||
|
|
|||
Total lease liabilities at June 30, 2020 |
1,310 | |||
|
|
|||
Current |
493 | |||
Non-Current |
Ps. | 817 | ||
|
|
The interest expense for leases reported in the income statements for the six-month period ended June 30, 2020 and 2019 was Ps. 59 and Ps. 72 respectively.
The expenses for the low value assets and short-term leases reported in the income statements for the six-month period ended on June 30, 2020 and 2019 was Ps. 229 and Ps. 11 respectively.
For the six-month period ended June 30, 2020, the accumulated amount of concessions, decreases or cancellations for leases, which arose as a direct consequence of COVID-19, it is Ps. 2. The company applied the practical file to all decreases that met the criteria for the amendment to IFRS 16 effective as of June 1, 2020.
Note 9. Property, Plant and Equipment, Net
As of June 30, 2020 and December 31, 2019, Companys property, plant and equipment, net are as follows:
June 30, 2020 | December 31, 2019 | |||||||
Land |
Ps. | 5,424 | Ps. | 5,258 | ||||
Buildings |
14,342 | 14,091 | ||||||
Machinery and equipment |
20,894 | 20,521 | ||||||
Refrigeration equipment |
9,227 | 9,378 | ||||||
Returnable bottles |
6,091 | 6,061 | ||||||
Investments in fixed assets in progress |
4,518 | 5,156 | ||||||
Leasehold improvements |
389 | 417 | ||||||
Others |
391 | 305 | ||||||
|
|
|
|
|||||
Total (1) |
Ps. | 61,276 | Ps. | 61,187 | ||||
|
|
|
|
(1) Total includes Ps. 263 and Ps. 610 outstanding payment with suppliers, as of June 30, 2020 and December 31, 2019, respectively.
12
Note 10. Intangible Assets
As of June 30, 2020, and December 31, 2019, Companys intangible assets are as follows:
June 30, 2020 | December 31, 2019 | |||||||
Rights to produce and distribute Coca-Cola trademark products |
Ps. | 79,753 | Ps. | 81,255 | ||||
Goodwill |
24,832 | 25,833 | ||||||
Other indefinite lived intangible assets |
1,214 | 1,165 | ||||||
Technology cost and management systems |
2,602 | 2,625 | ||||||
Systems in development |
489 | 690 | ||||||
Others |
449 | 482 | ||||||
|
|
|
|
|||||
Ps. | 109,339 | Ps. | 112,050 | |||||
|
|
|
|
For the six-month period ended June 30, 2020 and 2019, allocation for amortization expense is as follows:
June 30, 2020 | June 30, 2019 | |||||||
Cost of goods sold |
Ps. | 12 | Ps. | 14 | ||||
Administrative expenses |
394 | 394 | ||||||
Selling expenses |
91 | 125 | ||||||
|
|
|
|
|||||
Ps. | 497 | Ps. | 533 | |||||
|
|
|
|
Note 11. Balances and transactions with related parties and affiliated companies
For the six-month period endend June 30, 2020, the company had significant operations with related parties of FEMSA for an amount of approximately of Ps. 3,436, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 15,097 mainly or the purchase of concentrate; and with Heineken for an amount of approximately Ps. 7,282, mailny for purchases of beer from Heineken Group.
For the six-month period ended June 30, 2019, the company had significant operations with related parties by FEMSA for an amount of approximately of Ps. 3,638, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 16,213 for the purchase of concentrate; and with Heineken for an amount of approximately of Ps. 8,393 for purchases of beer from Heineken Group, mainly.
Note 12. Bank Loans and Notes Payable
As of June 30, 2020, Companys bank loans and notes payable are as follows:
At June 30, (1) | ||||||||||||||||||||||||||||||||||||
(in millions of Mexican pesos) |
2020 | 2021 | 2022 | 2023 | 2024 |
2025
and Thereafter |
Carrying value
at June 30, 2020 |
Fair
value at June 30, 2020 |
Carrying
value at December 31, 2019(1) |
|||||||||||||||||||||||||||
Short-term debt: |
||||||||||||||||||||||||||||||||||||
Fixed rate debt: |
||||||||||||||||||||||||||||||||||||
Colombian pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
Ps. | 244 | Ps. | 629 | Ps. | | Ps. | | Ps. | | Ps. | | Ps. | 873 | Ps. | 873 | Ps. | 230 | ||||||||||||||||||
Interest rate |
4.37 | % | 5.20 | % | | | | | 4.97 | % | | 4.37 | % | |||||||||||||||||||||||
Argentine pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
473 | | | | | | 473 | 473 | 126 | |||||||||||||||||||||||||||
Interest rate |
37.66 | % | | | | | | 37.66 | % | | 63.50 | % | ||||||||||||||||||||||||
Uruguayan pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
73 | 563 | | | | | 636 | 636 | 63 | |||||||||||||||||||||||||||
Interest rate |
13.16 | % | 15.90 | % | | | | | 15.59 | % | | 11.59 | % | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
790 | 1,192 | | | | | 1,982 | 1,982 | 419 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Variable rate debt: |
||||||||||||||||||||||||||||||||||||
Mexican pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
2,500 | 8,650 | | | | | 11,150 | 11,150 | | |||||||||||||||||||||||||||
Interest rate |
5.79 | % | 7.03 | % | | | | | 6.75 | % | | | ||||||||||||||||||||||||
Colombian pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
458 | | | | | | 458 | 458 | 431 | |||||||||||||||||||||||||||
Interest rate |
3.06 | % | | | | | | 3.06 | % | | 4.66 | % | ||||||||||||||||||||||||
Argentine pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
| | | | | | | | 32 | |||||||||||||||||||||||||||
Interest rate |
| | | | | | | | 54.3 | % | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
2,958 | 8,650 | | | | | 11,608 | 11,608 | 463 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total short-term debt |
Ps. | 3,748 | Ps. | 9,842 | Ps. | | Ps. | | Ps. | | Ps. | | Ps. | 13,590 | Ps. | 13,590 | Ps. | 882 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) All interest rates shown in this table are weighted average contractual annual rates.
13
At June 30, (1) | ||||||||||||||||||||||||||||||||||||
(in millions of Mexican pesos) |
2020 | 2021 | 2022 | 2023 | 2024 |
2025
and Thereafter |
Carrying value
at June 30, 2020 |
Fair
value at June 30, 2020 |
Carrying value at
December 31, 2019(1) |
|||||||||||||||||||||||||||
Long-term debt: |
||||||||||||||||||||||||||||||||||||
Fixed rate debt: |
||||||||||||||||||||||||||||||||||||
U.S. Dollar |
||||||||||||||||||||||||||||||||||||
Yankee bond |
Ps. | | Ps. | | Ps. | | Ps. | | Ps. | | Ps. | 41,962 | Ps. | 41,962 | Ps. | 43,894 | Ps. | 37,575 | ||||||||||||||||||
Interest rate |
| | | | | 3.57 | % | 3.57 | % | | 4.48 | % | ||||||||||||||||||||||||
Mexican pesos |
||||||||||||||||||||||||||||||||||||
Senior notes |
| 2,499 | | 7,497 | | 11,485 | 21,481 | 22,484 | 18,484 | |||||||||||||||||||||||||||
Interest rate |
| 8.27 | % | | 5.46 | % | | 7.73 | % | 7.00 | % | | 6.95 | % | ||||||||||||||||||||||
Brazilian reais |
||||||||||||||||||||||||||||||||||||
Bank loans |
45 | 34 | 59 | 44 | 25 | 8 | 215 | 215 | 309 | |||||||||||||||||||||||||||
Interest rate |
5.95 | % | 6.06 | % | 6.02 | % | 6.16 | % | 6.59 | % | 6.62 | % | 6.13 | % | | 6.05 | % | |||||||||||||||||||
Uruguayan pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
513 | 877 | | | | | 1,390 | 1,390 | 1,266 | |||||||||||||||||||||||||||
Interest rate |
10.15 | % | 10.77 | % | | | | | 10.54 | % | | 10.01 | % | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
558 | 3,410 | 59 | 7,541 | 25 | 53,455 | 65,048 | 67,983 | 57,634 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Variable rate debt: |
||||||||||||||||||||||||||||||||||||
Mexican pesos |
||||||||||||||||||||||||||||||||||||
Senior notes |
| | 1,457 | | | 1,723 | 3,180 | 3,213 | 1,459 | |||||||||||||||||||||||||||
Interest rate |
| | 5.86 | % | | | 5.69 | % | 5.77 | % | | 7.99 | % | |||||||||||||||||||||||
Bank loans |
| | | | | 9,335 | 9,335 | 9,400 | 9,358 | |||||||||||||||||||||||||||
Interest rate |
| | | | | 6.05 | % | 6.05 | % | | 8.20 | % | ||||||||||||||||||||||||
Colombian pesos |
||||||||||||||||||||||||||||||||||||
Bank loans |
| | | | | | | | 402 | |||||||||||||||||||||||||||
Interest rate |
| | | | | | | | 5.61 | % | ||||||||||||||||||||||||||
Brazilian reais |
||||||||||||||||||||||||||||||||||||
Bank loans |
80 | 28 | 25 | | | | 133 | 133 | 242 | |||||||||||||||||||||||||||
Interest rate |
7.45 | % | 8.45 | % | 8.44 | % | | | | 7.85 | % | | 7.82 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subtotal |
80 | 28 | 1,482 | | | 11,058 | 12,648 | 12,746 | 11,461 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total long-term debt |
Ps. | 638 | Ps. | 3,438 | Ps. | 1,541 | Ps. | 7,541 | Ps. | 25 | Ps. | 64,513 | Ps. | 77,696 | Ps. | 80,729 | Ps. | 69,095 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Current portion of long term debt |
638 | 3,019 | | | | | 3,657 | | 10,603 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Long-term debt |
Ps. | | Ps. | 419 | Ps. | 1,541 | Ps. | 7,541 | Ps. | 25 | Ps. | 64,513 | Ps. | 74,039 | Ps. | 80,729 | Ps. | 58,492 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
All interest rates shown in this table are weighted average contractual annual rates. |
During the first half of 2020 Coca-Cola FEMSA: i) issued a Yankee bond for an amount of $ 1,250 million (Ps. 28,170) at an interest rate of 2.75%, ii) issued Senior Notes in Mexico for an amount of Ps. 4,718, iii) celebrated short term bank loans in Mexico for an amount of Ps. 11,150, such loans were used to settled bank loans denominated in USD and for general corporate purposes. Additionally the Company obtained during the mentioned period bank loans in Uruguay, Colombia and Argentina for an amount of Ps. 1,664.
14
In addition, the Company: i) Fully paid the Yankee bond for $ 900 with a fixed interest rate of 3.88% and maturity on November 26, 2023, ii) Yankee bond matured for $ 500 with a fixed interest rate of 4.63% and maturity on February 15, 2020.
The Company has financing from different financial institutions under agreements that stipulate restrictive covenants, on maximum levels of leverage. As of the date of these consolidated financial statements, the Company is in compliance with all of its restrictive covenants.
For the six-month period ended June 30, 2020 and 2019, the interest expense is comprised as follows:
June 30, 2020 | June 30, 2019 | |||||||
Interest on debts and borrowings |
Ps. | 3,820 | Ps. | 2,219 | ||||
Finance charges for employee benefits |
117 | 99 | ||||||
Derivative instruments |
610 | 1,006 | ||||||
Finance charges for leases |
59 | 72 | ||||||
Finance operating charges |
85 | 79 | ||||||
|
|
|
|
|||||
Ps. | 4,691 | Ps. | 3,475 | |||||
|
|
|
|
Note 13. Other Income and Expenses
June 30, 2020 | June 30, 2019 | |||||||
Other income: |
||||||||
Gain on sale of long-lived assets |
Ps. | 142 | Ps. | 229 | ||||
Cancellation of contingencies |
| 68 | ||||||
Foreign exchange gain related to operating activities |
| 67 | ||||||
Tax actualization effects |
217 | (1) | | |||||
Other |
25 | | ||||||
|
|
|
|
|||||
Ps. | 384 | Ps. | 364 | |||||
|
|
|
|
|||||
Other expenses: |
||||||||
Provisions for contingencies |
Ps. | 224 | Ps. | 350 | ||||
Loss on the retirement of long-lived assets |
146 | 70 | ||||||
Loss on sale of long-lived assets |
116 | 211 | ||||||
Impairment on equity method investees |
903 | (2) | | |||||
Severance payments |
| 701 | (3) | |||||
Donations |
168 | 8 | ||||||
Foreign exchange loss related to operating activities |
239 | | ||||||
Other |
100 | 64 | ||||||
|
|
|
|
|||||
Ps. | 1,896 | Ps. | 1,404 | |||||
|
|
|
|
(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) |
As of June 30, 2020 the Company recognize an impairment on its joint ventures investment in Compañia Panameña de Bebidas, S.A.P.I. de C.V., for an amount of Ps. 402 and recognize an impairment on its associate investment in Leao Alimentos e Bebidas, LTDA. for an amount of Ps. 501. |
(3) |
During 2019, the Company incurred in reestructuing costs related to some of their operatons as part of an efficiency program. |
15
Note 14. 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 June 30, 2020 and December 31, 2019:
June 30, 2020 | December 31, 2019 | |||||||||||||||
Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||
Derivative financial instrument asset |
124 | 7,741 | 91 | 905 | ||||||||||||
Derivative financial instrument liability |
250 | 179 | 47 | 2,191 |
14.1 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 June 30, 2020 and December 31, 2019, which is considered to be Level 1 in the fair value hierarchy (See Note 12).
14.2 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.
As of June 30, 2020, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps.7,089 | Ps. | (22) | Ps. | 682 | |||||||
2021 |
4,399 | (52 | ) | 89 |
As of December 31, 2019, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 | Ps. | 7,692 | Ps. | (315) | Ps. | 20 |
14.3 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.
16
At December 31, 2019, the Company paid a net premium of Ps. 3 million for the following outstanding collar options to purchase foreign currency:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 107 | Ps. | | Ps. | 2 |
14.4 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 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 amount 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 statement of financial position 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.
At June 30, 2020, the Company had the following outstanding cross currency swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps. | 5,321 | Ps. | | Ps. | 2,061 | ||||||
2021 |
466 | | 35 | |||||||||
2023 |
13,094 | | 3,098 | |||||||||
2027 |
8,040 | | 942 | |||||||||
2030 |
4,364 | | 834 |
As of December 31, 2019, the Company had the following outstanding cross currency swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 13,788 | Ps. | (297) | Ps. | 781 | ||||||
2023 |
10,742 | (594 | ) | | ||||||||
2027 |
6,596 | (843 | ) | |
14.5 Interest rate swaps
The Company has contracted a number of interest rate swaps to reduce its exposure to interest rate fluctuations associated with its debt 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 June 30, 2020, the Company has the following outstanding interest rate swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps. | 5,321 | Ps. | (105) | Ps. | |
As of December 31, 2019, the Company has the following outstanding interest rate swap agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps.4,365 | Ps. | (142) | Ps. | |
17
The net effect of expired contracts treated as hedges are recognized as interest expense within the consolidated income statements.
14.6 Treasury Lock contracts
The Company has contracted a number of treasury locks to reduce its exposure to interest rate fluctuations associated with its USD debt These treasury locks, for accounting purposes are recorded as Cash Flow Hedges and the interest rate variation is recorded in the consolidated balance sheet as cumulative other comprehensive income.
At December 31, 2019, the Company had the following outstanding treasury locks agreements:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 10,365 | Ps. | | Ps. | 102 |
14.7 Commodity price contract
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 June 30, 2020, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps. | 1,164 | Ps. | (92) | Ps. | 30 | ||||||
2021 |
1,106 | (18 | ) | 45 | ||||||||
2022 |
299 | | 6 |
As of June 30, 2020, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps. | 405 | Ps. | (31) | Ps. | 4 | ||||||
2021 |
463 | | 18 | |||||||||
2022 |
114 | | 1 |
As of June 30, 2020, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
June 30, 2020 |
Fair Value Asset
June 30, 2020 |
|||||||||
2020 |
Ps. | 195 | Ps. | (58) | Ps. | 11 | ||||||
2021 |
839 | (51 | ) | 9 |
18
As of December 31, 2019, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 1,554 | Ps. | (18) | Ps. | 71 | ||||||
2021 |
98 | | 7 |
As of December 31, 2019, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 394 | Ps. | (1) | Ps. | 5 |
As of December 31, 2019, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date |
Notional
Amount |
Fair Value Liability
December 31, 2019 |
Fair Value Asset
December 31, 2019 |
|||||||||
2020 |
Ps. | 320 | Ps. | (28) | Ps. | |
Note 15. Non-Controlling Interest in Consolidated Subsidiaries
An analysis of non-controlling interest in its consolidated subsidiaries as of June 30, 2020 and December 31, 2019 is as follows:
June 30, 2020 | December 31, 2019 | |||||||
Mexico |
Ps. | 5,050 | Ps. | 5,671 | ||||
Colombia |
23 | 21 | ||||||
Brazil | 756 | 1,059 | ||||||
|
|
|
|
|||||
Ps. | 5,829 | Ps. | 6,751 | |||||
|
|
|
|
Note 16. Dividends
At an ordinary shareholders meeting of Coca-Cola FEMSA held on March 17, 2020, the shareholders approved a dividend of Ps. 10,209 that was paid 50% on May 5, 2020 and the remaining 50% will be paid on November 3, 2020.
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, 2018 and other 50% was paid on November 1, 2018. The corresponding payment to the non-controlling interest was Ps. 3.
Note 17. 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.
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.
19
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 | % | |||||||||
|
|
|
|
|
|
The earnings per share for the six-month periods ended June 30, 2020 and 2019 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:
June 2020 | ||||||||||||||||
Per Series
A Share |
Per Series
D Share |
Per Series
B Share |
Per Series
L Share |
|||||||||||||
Consolidated net income |
2,079 | 1,223 | 413 | 688 | ||||||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations |
2,200 | 1,294 | 437 | 728 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) |
7,937 | 4,668 | 1,576 | 2,626 |
20
June 2019 | ||||||||||||||||
Per Series
A Share |
Per Series
D Share |
Per Series
B Share |
Per Series
L Share |
|||||||||||||
Consolidated net income |
3,002 | 1,765 | 596 | 993 | ||||||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations |
2,874 | 1,691 | 571 | 951 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) |
7,937 | 4,668 | 1,576 | 2,626 |
Note 18. Income Taxes
18.1 Recoverable taxes
Recoverable taxes are mainly integrated by higher provisional payments of income tax during 2020 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.
18.1.1 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 VAT (ICMS) on federal sales taxes (PIS and COFINS) taxable basis is unconstitutional. During 2019, our companies in Brazil obtained conclusive favorable motions over this exclusion of VAT (ICMS) over PIS / COFINS calculation. 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 2020 and 2019, the administrative formalities for two of the motions and the recoverable taxes were concluded and were recorded in the income statement.
As of June 30, 2020 and December 31, 2019 the amount of recoverable taxes in Brazil including PIS and COFINS is Ps. 2,989 and Ps. 4,223.
18.2 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. For 2020, the federal production and sales taxes together resulted in an average of 15.86% 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, and 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%.
Since March 2020, in Santa Catarina state the ICMS was reduced from 17% to 12% excluding from this benefit to beer and other alcoholic products. As well since May 2020 in the state of Parana, ICMS was excluded from water products. 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.
Effective January 1, 2019, the value-added tax was 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 was calculated based on the cost of production instead of the cost of the imported raw materials (therefore, we were 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 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 can be credited against income tax or the minimum assumed income tax.
21
The Tax Reform increased the dividend tax on distributions to foreign nonresidents entities and individuals from 5% to 7.5%. In addition, the tax reform established a 7.5% dividend tax on distributions between Colombian companies. The tax is charged only on the first distribution of dividends between Colombian entities, and could 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.
In October 2019, the Colombian Constitutional Court declared unconstitutional the tax reform of 2018 (Law 1943). On December 27, 2019, the Senate enacted a new tax reform through the Economic Growth Law, which became effective as of January 1, 2020. In general, the reform maintains the provisions introduced under Law 1943 with certain changes as follow: (i) reduction of the minimum assumed income tax rate (renta presuntiva sobre el patrimonio) from 1.5% to 0.5% for 2020 and maintained the 0% rate for year 2021 and onwards; (ii) reduction of dividends tax rate applicable to Colombian resident individuals from 15% to 10%; (iii) increasing of dividends tax rate applicable to foreign nonresidents (individuals and companies) from 7.5% to 10%; (iv) it postponed to 2022 the possibility of taxpayers to claim 100% of municipality sales tax as a credit against their income tax liability; and (v) gave more flexibility to recover VAT of imported goods from free trade zones.
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.
However, on December 23, 2019, Argentina enacted a tax reform that became effective since January 2020, keeping the corporate income tax rate of 30% and the dividend withholding tax of 7% for two more years. Besides, beginning on 1 January 2020, taxpayers may deduct 100% of the negative or positive inflation adjustment the year in which the adjustment is calculated, instead of a six years period allocation.
In addition, this reform imposed a new tax applicable for 2020-2024 period, to purchases of foreign currency by Argentine residents to pay goods, services or obligations from abroad. The tax rate will be 30% and will apply to the amount of the taxable purchases. The tax will be withheld at the time of payment for the purchases.
Regarding sales tax in the province of Buenos Aires, the tax rate decreased from 1.75% to 1.5% valid since 2018; while in the City of Buenos Aires, the tax rate increased from 1.0% to 2.0% in 2018, and was reduced to 1.5% in 2019, and will be reduced to 1.0% in 2020, to 0.5% in 2021 and will be zero in 2022.
Effective 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 October 30, 2019, Mexico approved a new Tax Reform, which became effective on January 1, 2020. The most relevant changes are: (i) Taxpayers will be limited to a net interest deduction equal to 30% 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; (ii) The reform modifies the excise tax (IEPS) of 1.17 pesos to 1.2616 per liter on the production, sale and import of beverages with added sugar and HFCS (High-fructose corn syrup) for flavored beverages and starting January 1, 2021, this tax will be subject to an annual increase based on the inflation of the previous year; (iii) 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; (iv) 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; (v) added a disclosure obligation of certain reportable transactions to tax authorities; and (vi), increased the tax authorities discretion to limit tax benefits or attributes in situations where authorities understand there is a lack of business reason and no economic benefit obtained, other than the tax benefit.
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 for 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.
On November 18, 2019, Panamas National Assembly voted through a national health program that included a tax on sugar-sweetened beverages. It imposed a 5.0% excise tax (Impuesto Selectivo al Consumo) to non-carbonated beverages added with sugar or any caloric sweetener applicable since December 2019.
Starting January 1, 2020, the excise tax increased from 5.0% to 7.0% to carbonated beverages added with sugar or any caloric sweetener. Drinkable foods based on dairy products, grains or cereals, nectars, fruit juices and vegetables with natural fruit concentrates are exempt from this tax.
For the six-month period ended June 30, 2020 and 2019, the Company´s effective tax rate was 31.5% and 28.2%, respectively. This increase was driven mainly by impairments recognized during the second quarter of 2020.
22
For the six-month period ended June 30, 2020 and 2019, the major components of income tax expense are:
June
30, 2020 |
June
30, 2019 |
|||||||
Current tax expense |
Ps. 5,222 | Ps. 2,821 | ||||||
Deferred tax expense: |
(3,131 | ) | (302 | ) | ||||
|
|
|
|
|||||
Ps. 2,091 | Ps. 2,519 | |||||||
|
|
|
|
Note 19. Other Liabilities, Provisions and Contingencies
As of June 30, 2020 and December 31, 2019, other current financial liabilities are Ps. 5,864 and Ps. 1,284, respectively. The balance as of June 30, 2020 includes dividends to be paid in November 2020 for an amount of Ps. 5,104.
As of June 30, 2020 and December 31, 2019, Companys provisions, other non-current liabilities and other non-current financial liabilities are Ps. 7,509 and Ps. 10,688, respectively.
During June 2020, the Company cancelled indemnifiable assets and contingent liabilities that expired, for an amount of Ps. 1,929.
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 June 30, 2020 and December 31, 2019:
June
30, 2020 |
December
31, 2019 |
|||||||
Taxes |
Ps. 2,287 | Ps. 4,696 | ||||||
Labor |
2,169 | 2,222 | ||||||
Legal |
1,044 | 1,065 | ||||||
|
|
|
|
|||||
Total |
Ps. 5,500 | Ps. 7,983 | ||||||
|
|
|
|
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. Such contingencies were classified by the Company as less than probable but not remote, the estimated amount including uncertain tax position as of June 30, 2020 of these lawsuits is Ps. 79,284, however, the Company believes that the ultimate resolution of such 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, with loss expectations assessed by management and supported by the analysis of legal counsel considered as possible. The main possible contingencies of Brazilian operations amounting to approximately Ps. 51,107. This refers to various tax disputes related primarily to: (i) Ps. 9,537 of credits for ICMS (VAT); (ii) Ps. 32,470 related to tax credits of IPI over raw materials acquired from Free Trade Zone Manaus; (iii) Claims of Ps. 6,202 related to compensation of federal taxes not approved by the Tax authorities; and (iv) Ps. 2,898 relating that question the amortization of goodwill generated in acquisitions operations. 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 subsidiaries 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. 9,213 and Ps. 10,471, as of June 30, 2019 and December 31, 2019, 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 non current assets line.
23
Note 20. 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.
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 income statements by geographic operating segment for the six-month period ended June 30, 2020 and 2019 is as follows:
2020 |
Mexico and
Central America(1) |
South America(2) | Consolidated | |||||||||
Total revenues |
Ps. | 52,904 | Ps. | 35,437 | Ps. | 88,341 | ||||||
Intercompany revenue |
2,538 | 8 | 2,546 | |||||||||
Gross profit |
25,933 | 13,815 | 39,748 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method |
10,337 | (3,699 | ) | 6,638 | ||||||||
Depreciation and amortization |
3,028 | 2,046 | 5,074 | |||||||||
Non-cash items other than depreciation and amortization |
927 | 441 | 1,368 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures |
(6 | ) | (138 | ) | (144 | ) | ||||||
Total assets |
165,541 | 106,360 | 271,901 | |||||||||
Investments in associate companies and joint ventures |
5,870 | 2,621 | 8,491 | |||||||||
Total liabilities |
120,242 | 25,776 | 146,018 | |||||||||
Capital expenditures, net(3) |
2,554 | 1,313 | 3,867 |
2019 |
Mexico and
Central America(1) |
South America(2) | Consolidated | |||||||||
Total revenues |
Ps. | 53,831 | Ps. | 40,613 | Ps. | 94,444 | ||||||
Intercompany revenue |
2,688 | 7 | 2,695 | |||||||||
Gross profit |
25,946 | 17,149 | 43,095 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method |
5,185 | 3,754 | 8,939 | |||||||||
Depreciation and amortization |
2,949 | 2,077 | 5,026 | |||||||||
Non-cash items other than depreciation and amortization |
505 | 155 | 660 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures |
(94 | ) | 30 | (64 | ) | |||||||
Total assets |
147,374 | 110,465 | 257,839 | |||||||||
Investments in associate companies and joint ventures |
6,198 | 3,553 | 9,751 | |||||||||
Total liabilities |
95,694 | 32,460 | 128,154 | |||||||||
Capital expenditures, net(3) |
2,079 | 1,882 | 3,961 |
24
(1) |
Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 43,571 and Ps. 45,049 during the six-month period ended June 30, 2020 and 2019, respectively. Domestic (Mexico only) total assets were Ps. 145,232 and Ps. 130,047 as of June 30,2020 and December 31, 2019, respectively. Domestic (Mexico only) total liabilities were Ps. 115,360 and Ps. 91,427 as of June 30,2020 and December 31, 2019, respectively. |
(2) |
South America includes Brazil, Argentina, Colombia and Uruguay. South America revenues include Brazilian revenues of Ps. 25,374 and Ps. 28,777 during the six-month period ended June 30, 2020 and 2019, respectively. Brazilian total assets were Ps. 76,580 and Ps. 82,667 as of June 30, 2020 and December 31, 2019, respectively. Brazilian total liabilities Ps. 17,404 and Ps. 24,103 as of June 30, 2020 and December 31, 2019, respectively. South America revenues also include Colombian revenues of Ps. 5,779 and Ps. 6,409 during the six-month period ended June 30, 2020 and 2019, respectively. Colombian total assets were Ps. 17,331 and Ps. 16,518 as of June 30, 2020 and December 31, 2019, respectively. Colombian total liabilities were Ps. 3,783 and Ps. 4,154 as of June 30, 2020 and December 31, 2019, respectively. South America revenues also include Argentine revenues Ps. 2,890 and Ps. 3,774 during the six-month period ended June 30, 2020 and 2019, respectively. Argentine total assets were Ps. 5,799 and Ps. 5,341 as of June 30, 2020 and December 31, 2019, respectively. Argentine total liabilities were Ps. 1,537 and Ps. 1,637 as of June 30, 2020 and December 31, 2019, respectively. South America revenues also include Uruguay revenues Ps. 1,394 and Ps. 1,653 during the six-month period ended June 30, 2020 and 2019, respectively. Uruguay total assets were Ps. 6,650 and Ps. 5,939 as of June 30, 2020 and December 31, 2019, respectively. Uruguay total liabilities were Ps. 3,052 and Ps. 2,566 as of June 30, 2020 and December 31, 2019, respectively. |
(3) |
Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets. |
Note 21. 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; |
|
The customer controls related assets, even if the Company improve them; |
25
|
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 six-month
period ended June 30, 2020 |
For the six-month
period ended June 30, 2019 |
||||||
Revenues sale of products |
Ps. | 87,821 | Ps. | 93,909 | ||||
Services rendered |
188 | 175 | ||||||
Other operating revenues |
332 | 360 | ||||||
|
|
|
|
|||||
Revenue from contracts with customers |
Ps. | 88,341 | Ps. | 94,444 | ||||
|
|
|
|
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 of 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 so the 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 incurred if the contract hadnt been obtained. The Company recognizes these costs as an expense in the consolidated income statement when the associated revenue 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 income statement through its amortization in the same period that revenue is recognized.
Note 22. Supplemental Guarantor Information
Interim Condensed Consolidating Financial Information
The following consolidating information presents condensed consolidating statements of financial position as of June 30, 2020 and December 31, 2019 and condensed consolidating statements of income, other comprehensive income and cash flows for each of the six month periods ended June 30, 2020 and 2019 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).
The Companys consolidating condensed financial information for the (i) Coca-Cola FEMSA as a Parent; (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 12; (iii) the combined non-guarantor subsidiaries; iv) eliminations and v) the Companys consolidated financial statements are as follows:
26
Parent |
Combined
Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Unaudited | ||||||||||||||||||||
Consolidated Statement of Financial Position As of June 30, 2020 |
||||||||||||||||||||
Assets: |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
Ps. | 21,327 | Ps. | 9,345 | Ps. | 10,801 | Ps. | | Ps. | 41,473 | ||||||||||
Accounts receivable, net |
23,315 | 27,356 | 43,141 | (84,627 | ) | 9,185 | ||||||||||||||
Inventories |
| 1,630 | 8,337 | | 9,967 | |||||||||||||||
Recoverable taxes |
226 | 1,339 | 3,576 | | 5,141 | |||||||||||||||
Other current assets and other current financial assets |
31 | 328 | 4,333 | | 4,692 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
44,899 | 39,998 | 70,188 | (84,627 | ) | 70,458 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current assets: |
||||||||||||||||||||
Investments in other entities |
139,237 | 116,393 | 2,637 | (249,776 | ) | 8,491 | ||||||||||||||
Rights of use assets |
| 512 | 713 | | 1,225 | |||||||||||||||
Property, plant and equipment, net |
| 18,650 | 42,626 | | 61,276 | |||||||||||||||
Intangible assets, net |
28,863 | 37,284 | 43,192 | | 109,339 | |||||||||||||||
Deferred tax assets |
5,160 | 2,260 | 3,913 | | 11,333 | |||||||||||||||
Other non-current assets and other non-current financial assets |
36,878 | 7,122 | 8,869 | (43,090 | ) | 9,779 | ||||||||||||||
Total non-current assets |
210,138 | 182,221 | 101,950 | (292,866 | ) | 201,443 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 255,037 | Ps. | 222,219 | Ps. | 172,138 | Ps. | (377,493 | ) | Ps. | 271,901 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Short-term bank loans and notes payable and current portion of non-current debt |
Ps. | 13,649 | Ps. | | Ps. | 3,598 | Ps. | | Ps. | 17,247 | ||||||||||
Current portion of lease liabilities |
| 145 | 348 | | 493 | |||||||||||||||
Interest payable |
654 | | 28 | | 682 | |||||||||||||||
Suppliers |
16 | 8,250 | 8,011 | (64 | ) | 16,213 | ||||||||||||||
Other current liabilities |
32,579 | 37,564 | 37,868 | (84,563 | ) | 23,448 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
46,898 | 45,959 | 49,853 | (84,627 | ) | 58,083 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current liabilities: |
||||||||||||||||||||
Bank loans and notes payable |
73,458 | | 581 | | 74,039 | |||||||||||||||
Lease liabilities |
| 369 | 448 | | 817 | |||||||||||||||
Other non-current liabilities |
16,405 | 36,923 | 2,841 | (43,090 | ) | 13,079 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
89,863 | 37,292 | 3,870 | (43,090 | ) | 87,935 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
136,761 | 83,251 | 53,723 | (127,717 | ) | 146,018 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity: |
||||||||||||||||||||
Equity attributable to equity holders of the parent |
118,276 | 138,968 | 112,586 | (249,776 | ) | 120,054 | ||||||||||||||
Non-controlling interest in consolidated subsidiaries |
| | 5,829 | | 5,829 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
118,276 | 138,968 | 118,415 | (249,776 | ) | 125,883 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 255,037 | Ps. | 222,219 | Ps. | 172,138 | Ps. | (377,493 | ) | Ps. | 271,901 | |||||||||
|
|
|
|
|
|
|
|
|
|
27
28
Parent |
Combined
Guarantors Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Unaudited Condensed consolidating income statements: For the six-months periods ended June 30, 2020 |
||||||||||||||||||||
Total revenues |
Ps. | 1 | Ps. | 44,722 | Ps. | 69,881 | Ps. | (26,263 | ) | Ps. | 88,341 | |||||||||
Cost of goods sold |
| 24,835 | 46,221 | (22,463 | ) | 48,593 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
1 | 19,887 | 23,660 | (3,800 | ) | 39,748 | ||||||||||||||
Administrative expenses |
222 | 1,480 | 3,535 | (1,504 | ) | 3,733 | ||||||||||||||
Selling expenses |
| 10,805 | 15,941 | (2,347 | ) | 24,399 | ||||||||||||||
Other expenses (income), net |
(9 | ) | 712 | 809 | | 1,512 | ||||||||||||||
Interest expense, net |
3,160 | 1,618 | (651 | ) | 8 | 4,135 | ||||||||||||||
Foreign exchange (gain) loss, net |
940 | (200 | ) | (1,233 | ) | | (493 | ) | ||||||||||||
Other financing (gain) expense income, net |
| | (176 | ) | | (176 | ) | |||||||||||||
Income taxes |
(914 | ) | 1,700 | 1,305 | | 2,091 | ||||||||||||||
Share in the profit of equity accounted investees, net of tax |
8,056 | 2,677 | (140 | ) | (10,737 | ) | (144 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 4,658 | Ps. | 6,449 | Ps. | 3,990 | Ps. | (10,694 | ) | Ps. | 4,403 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent |
4,658 | 6,449 | 4,246 | (10,694 | ) | 4,659 | ||||||||||||||
Non-controlling interest |
| | (256 | ) | | (256 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 4,658 | Ps. | 6,449 | Ps. | 3,990 | Ps. | (10,694 | ) | Ps. | 4,403 | |||||||||
|
|
|
|
|
|
|
|
|
|
Parent |
Combined
Guarantors Subsidiaries |
Combined non-guarantor Subsidiaries |
Eliminations |
Consolidated Total |
||||||||||||||||
Unaudited Condensed consolidating income statements: For the six-months periods ended June 30, 2019 |
||||||||||||||||||||
Total revenues |
Ps. | 1 | Ps. | 47,594 | Ps. | 75,878 | Ps. | (29,029 | ) | Ps. | 94,444 | |||||||||
Cost of goods sold |
| 27,455 | 48,538 | (24,644 | ) | 51,349 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
1 | 20,139 | 27,340 | (4,385 | ) | 43,095 | ||||||||||||||
Administrative expenses |
445 | 1,662 | 3,844 | (1,566 | ) | 4,385 | ||||||||||||||
Selling expenses |
| 11,690 | 16,708 | (2,820 | ) | 25,578 | ||||||||||||||
Other expenses (income), net |
2 | 183 | 855 | | 1,040 | |||||||||||||||
Interest expense, net |
2,325 | 1,931 | (1,332 | ) | | 2,924 | ||||||||||||||
Foreign exchange (gain) loss, net |
(190 | ) | 45 | 344 | | 199 | ||||||||||||||
Other financing (gain) expense income, net |
| | 30 | | 30 | |||||||||||||||
Income taxes |
(423 | ) | 1,351 | 1,591 | | 2,519 | ||||||||||||||
Share in the profit of equity accounted investees, net of tax |
8,244 | 5,559 | 32 | (13,899 | ) | (64 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 6,086 | Ps. | 8,836 | Ps. | 5,332 | Ps. | (13,898 | ) | Ps. | 6,356 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent |
6,086 | 8,836 | 5,063 | (13,898 | ) | 6,087 | ||||||||||||||
Non-controlling interest |
| | 269 | | 269 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated Net income |
Ps. | 6,086 | Ps. | 8,836 | Ps. | 5,332 | Ps. | (13,898 | ) | Ps. | 6,356 | |||||||||
|
|
|
|
|
|
|
|
|
|
29
Parent |
Wholly-owned
Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Unaudited Condensed consolidating statements of
comprehensive income For the six-months periods ended June 30, 2020 |
||||||||||||||||||||
Consolidated net income |
Ps. | 4,658 | Ps. | 6,449 | Ps. | 3,990 | Ps. | (10,694 | ) | Ps. | 4,403 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
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 |
1,293 | 599 | (1,142 | ) | 599 | 1,349 | ||||||||||||||
Exchange differences on translation of foreign operations |
1,611 | 4,098 | 889 | (5,709 | ) | 889 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: |
2,904 | 4,697 | (253 | ) | (5,110 | ) | 2,238 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Items not to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||||
Remeasurements of the net defined benefit liability, net of taxes |
(233 | ) | (26 | ) | (677 | ) | 702 | (234 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) not being reclassified to profit or loss in subsequent periods: |
(233 | ) | (26 | ) | (677 | ) | 702 | (234 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income (loss), net of tax |
2,671 | 4,671 | (930 | ) | (4,408 | ) | 2,004 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income (loss) for the year, net of tax |
Ps. | 7,329 | Ps. | 11,120 | Ps. | 3,060 | Ps. | (15,102 | ) | Ps. | 6,407 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||||||
Equity holders of the parent |
Ps. | 7,329 | Ps. | 11,120 | Ps. | 3,982 | Ps. | (15,102 | ) | Ps. | 7,329 | |||||||||
Non-controlling interest |
| | (922 | ) | | (922 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated comprehensive income (loss) for the year, net of tax |
Ps. | 7,329 | Ps. | 11,120 | Ps. | 3,060 | Ps. | (15,102 | ) | Ps. | 6,407 | |||||||||
|
|
|
|
|
|
|
|
|
|
30
Parent |
Wholly-owned
Guarantors Subsidiaries |
Combined
non-guarantor Subsidiaries |
Eliminations |
Consolidated
Total |
||||||||||||||||
Unaudited Condensed consolidating statements of
comprehensive income For the six-months periods ended June 30, 2019 |
||||||||||||||||||||
Consolidated net income |
Ps. | 6,086 | Ps. | 8,836 | Ps. | 5,332 | Ps. | (13,898 | ) | Ps. | 6,356 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
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 |
(619 | ) | 209 | (444 | ) | 209 | (645 | ) | ||||||||||||
Exchange differences on translation of foreign operations |
(719 | ) | (9,484 | ) | (825 | ) | 10,203 | (825 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: |
(1,338 | ) | (9,275 | ) | (1,269 | ) | 10,412 | (1,470 | ) | |||||||||||
|
|
|
|
|
|
|
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Items not to be reclassified to profit or loss in subsequent periods: |
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Remeasurements of the net defined benefit liability, net of taxes |
(7 | ) | 81 | (429 | ) | 348 | (7 | ) | ||||||||||||
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Net other comprehensive income (loss) not being reclassified to profit or loss in subsequent periods: |
(7 | ) | 81 | (429 | ) | 348 | (7 | ) | ||||||||||||
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Total comprehensive income (loss), net of tax |
(1,345 | ) | (9,194 | ) | (1,698 | ) | 10,760 | (1,477 | ) | |||||||||||
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Consolidated comprehensive income (loss) for the year, net of tax |
Ps. | 4,741 | Ps. | (358 | ) | Ps. | 3,634 | Ps. | (3,138 | ) | Ps. | 4,879 | ||||||||
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Attributable to: |
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Equity holders of the parent |
Ps. | 4,741 | Ps. | (358 | ) | Ps. | 3,497 | Ps. | (3,138 | ) | Ps. | 4,742 | ||||||||
Non-controlling interest |
| | 137 | | 137 | |||||||||||||||
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Consolidated comprehensive income (loss) for the year, net of tax |
Ps. | 4,741 | Ps. | (358 | ) | Ps. | 3,634 | Ps. | (3,138 | ) | Ps. | 4,879 | ||||||||
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Note 23. 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 seassons 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 quaterly 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 six-month period ended June 30, 2020 and 2019, there are not significant impacts on the Companys operations results due to seasonality.
Note 24. Future Impact of Recently Issued Accounting Standards not yet in Effect:
The Company has not applied the following standards, amendments and interpretations that are issued, but not yet effective, up to the date of issuance of the Companys financial statements. The Company intends to adopt these standards, if applicable, when they become effective.
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IFRS 17 Insurance Contracts (IFRS 17)
Issued in May 2017 in replacement for IFRS 4 Insurance Contracts (IFRS 4), which exempted companies from accounting for insurance contracts using national accounting standards resulting in a large difference in approaches and GAAP differences. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure for issued insurance contracts. It also requires similar criteria applicable to issued reinsurance contracts with discretionary participation characteristics. IFRS 17 resolves the comparability of problems arising from IFRS 4 by requiring that all insurance contracts be accounted for consistently. In accordance with the provisions of IFRS 17, insurance obligations will be accounted for using current values instead of historical cost. IFRS 17 is effective for periods beginning on or after January 1, 2021, and its early application is permitted. The modification will not have an impact in the Companys consolidated financial statements.
Modifications to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Business.
They were issued in September 2014, acknowledging the inconsistency between the requirements of IFRS 10 and those of IAS 28 (2011), in relation to the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the modifications is that a total profit or loss is recognized when a transaction involved a business (whether it is in a subsidiary or not). A partial gain or loss is recognized when the transaction involved assets that do not constitute a business, even if these assets are in a subsidiary. In December 2015, the IASB decided to indefinitely defer the effective date of the modifications made, indicating that a new one will be determined, when the reviews are completed, resulting from the research project for the registration of the participation method.
The modification will not have an impact in the Company´s consolidated financial statements.
Modifications to IAS 1 Liabilities classification as currents or non-currents.
The amendments to the IAS 1, reference to the classification of liabilities as currents or non-currents only affects the presentation of liabilities in the Statement of Financial Position, and not to the amount or moment of the recognition of any asset, income or expense, ether to the information that the entities disclosure about these points. The amendments:
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Clarify that the classification of the liabilities as currents or non-currents should base in the existent rights at the end of the period about which is informed, and align the drafting in all the affected paragraphs to refer the right to differ the twelve month liquidation, and make explicit that only the current rights at the end of the report period should affect the classification of a liability |
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Clarify that the classification is not going to be affected by the expectancies about if an entity exercise its right to differ the liquidation of a liability |
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Clarify that the liquidation refers to the transference to the counterpart of cash, instruments of equity and other assets or services. |
The company is evaluating the possible impacts of the adoption of the amendment.
Modifications to the IAS 16 Property, Plant and Equipment Sale before the previous use
The amendment is effective for annual periods that begin on January 1st, 2020. With the permitted anticipate application. The entities will only apply retrospectively the amendment to those elements of property, plant and equipment that are taken to the necessary location and conditions, so they can operate in the manner the administration foresaw, in or after the beginning of the first period presented in the financial inform that the entity applies in the amendment.
The purpose of this project is to clarify the accountability for the net incomes derivate of the sales of any produced element while an element of Property, Plant and Equipment (PP&E) is putted in use.
On May 2020, International Accounting Standards Board (IASB) issued Property, Plant and Equipment: incomes before its predicted use, that made modification to the IAS 16; Property, Plant and Equipment. These amendments prohibit that a company deduce the cost of the property, plant and equipment; the received amounts for the sale of produced goods while the company prepares the asset for its expected use. Instead, a company will recognize those sales incomes and related costs in results. The company is evaluating the possible impacts of the amendment adoption.
Modifications to IFRS 3 Reference to conceptual frameworks.
IFRS 3, Business Combinations specifies how an entity should account for the assets and liabilities it acquires when it obtains control of a business. IFRS 3 requires an entity to refer to the Conceptual Framework for Financial Reporting (Conceptual Framework) to determine what constitutes an asset or a liability.
Originally, IFRS 3 required an entity to refer to the version of the Conceptual Framework that existed when IFRS 3 was developed. The purpose of this project was to update IFRS 3 to require an entity to refer instead to a later version issued in March 2018.
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The Board completed this project in May 2020 by issuing amendments to IFRS 3. The amendments updated the reference to the Conceptual Framework. They also added to IFRS 3 an exception to its requirement for an entity to refer to the Conceptual Framework to determine what constitutes an asset or a liability. The exception specifies that, for some types of liabilities and contingent liabilities, an entity applying IFRS 3 should instead refer to IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The Board added this exception to avoid an unintended consequence of updating the reference. Without the exception, an entity would have recognized some liabilities on the acquisition of a business that it would not recognize in other circumstances. Immediately after the acquisition, the entity would have had to derecognize such liabilities and recognize a gain that did not depict an economic gain.
The Board expects this exception to remain in IFRS 3 for as long as the definition of a liability in IAS 37 differs from the definition in the latest version of the Conceptual Framework. The Board plans to consider aligning the definitions as part of a project to make targeted improvements to IAS 37.
The amendments to IFRS 3 are effective for business combinations occurring in reporting periods starting on or after January 1, 2022. Earlier application is permitted.
The company is evaluating all the possible impacts derivate of the adoption of this amendment.
Note 25. Subsequent Events
The COVID-19 pandemic has also caused and continues to cause significant volatility in the financial markets, undermining investors confidence in the growth of countries and businesses. Major stock markets have halted operations on several occasions as persistent market turmoil intensifies and new information becomes available. Currencies in many of the countries where we operate, including the Mexican peso, have suffered a significant depreciation against the U.S. dollar as compared to December 31, 2019, which has increased the cost of some of our raw materials, and therefore negatively affected our financial results. In addition, the long-term economic effects of the COVID-19 pandemic may include lower or negative growth rates in the markets where we operate and reduced demand for our products or a shift to lower margin products. The COVID-19 pandemic has also increased the interest rates for short term loans, and these market conditions, if persisting for an extended duration, could affect our costs of financing. Furthermore, the duration of the COVID-19 pandemic is uncertain, and we cannot predict whether the virus will continue spreading in the territories where we operate or when or if the pandemic will subside.
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