Exhibit 99.1
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statement of Financial Position
As of September 30, 2019 and December 31, 2018
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note | September 30, 2019(1,2) | September 30, 2019(2) | December 31, 2018 | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | 6 | $ | 1,531 | Ps. | 30,230 | Ps. | 23,727 | |||||||||
Trade receivables, net | 7 | 555 | 10,960 | 14,847 | ||||||||||||
Inventories | 8 | 489 | 9,657 | 10,051 | ||||||||||||
Recoverable taxes | 396 | 7,822 | 6,038 | |||||||||||||
Other current financial assets | 9 | 71 | 1,392 | 805 | ||||||||||||
Other current assets | 9 | 99 | 1,947 | 2,022 | ||||||||||||
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Total current assets | 3,141 | 62,008 | 57,490 | |||||||||||||
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NON CURRENT ASSETS | ||||||||||||||||
Investments in other entities | 536 | 10,587 | 10,518 | |||||||||||||
Rights of use assets | 11 | 69 | 1,358 | — | ||||||||||||
Property, plant and equipment, net | 10 | 3,009 | 59,405 | 61,942 | ||||||||||||
Intangible assets, net | 12 | 5,697 | 112,464 | 116,804 | ||||||||||||
Deferred tax assets | 485 | 9,569 | 8,438 | |||||||||||||
Othernon-current financial assets | 16 | 56 | 1,113 | 2,123 | ||||||||||||
Othernon-current assets | 314 | 6,196 | 6,472 | |||||||||||||
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Totalnon-current assets | 10,166 | 200,692 | 206,297 | |||||||||||||
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TOTAL ASSETS | $ | 13,307 | Ps. | 262,700 | Ps. | 263,787 | ||||||||||
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LIABILITIES AND EQUITY | ||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Bank loans and notes payable | 14 | $ | 30 | Ps. | 596 | Ps. | 1,382 | |||||||||
Current portion ofnon-current debt | 14 | 816 | 16,103 | 10,222 | ||||||||||||
Current portion of lease liabilities | 11 | 24 | 471 | — | ||||||||||||
Interest payable | 50 | 993 | 497 | |||||||||||||
Suppliers | 897 | 17,712 | 19,746 | |||||||||||||
Accounts payable | 504 | 9,947 | 5,904 | |||||||||||||
Taxes payable | 308 | 6,080 | 7,207 | |||||||||||||
Other current financial liabilities | 21 | 222 | 4,385 | 566 | ||||||||||||
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Total current liabilities | 2,851 | 56,287 | 45,524 | |||||||||||||
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NON-CURRENT LIABILITIES | ||||||||||||||||
Bank loans and notes payable | 14 | 3,030 | 59,821 | 70,201 | ||||||||||||
Long-term lease liabilities | 11 | 46 | 913 | — | ||||||||||||
Post-employment and othernon-current employee benefits | 141 | 2,784 | 2,652 | |||||||||||||
Deferred tax liabilities | 148 | 2,923 | 2,856 | |||||||||||||
Othernon-current financial liabilities | 21 | 73 | 1,443 | 1,376 | ||||||||||||
Provisions and othernon-current liabilities | 21 | 448 | 8,828 | 9,428 | ||||||||||||
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Totalnon-current liabilities | 3,886 | 76,712 | 86,513 | |||||||||||||
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TOTAL LIABILITIES | 6,737 | 132,999 | 132,037 | |||||||||||||
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EQUITY | ||||||||||||||||
Common stock | 104 | 2,060 | 2,060 | |||||||||||||
Additionalpaid-in capital | 2,308 | 45,560 | 45,560 | |||||||||||||
Retained earnings | 3,745 | 73,928 | 71,270 | |||||||||||||
Other equity instruments | (77 | ) | (1,524 | ) | (1,524 | ) | ||||||||||
Acumulative other comprehensive income | 153 | 3,018 | 7,578 | |||||||||||||
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Equity attributable to equity holders of the parent | 6,233 | 123,042 | 124,944 | |||||||||||||
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Non-controlling interest in consolidated subsidiaries | 17 | 337 | 6,659 | 6,806 | ||||||||||||
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TOTAL EQUITY | 6,570 | 129,701 | 131,750 | |||||||||||||
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TOTAL LIABILITIES AND EQUITY | $ | 13,307 | Ps. | 262,700 | Ps. | 263,787 | ||||||||||
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(1) | Convenience translation to U.S. dollars ($) – See Note 2.2.3 |
(2) | The Company initially adopted IFRS 16 at January 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. – See Note 2.4.1 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statement of financial position.
F-1
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Income Statements
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except for earnings per share amounts.
Note | September 30, 2019(1,2) | September 30, 2019(2) | September 30, 2018(3) | |||||||||||||
Net sales | 23 | $ | 7,120 | Ps. | 140,571 | Ps. | 130,252 | |||||||||
Other operating revenues | 98 | 1,933 | 325 | |||||||||||||
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Total revenues | 7,218 | 142,504 | 130,577 | |||||||||||||
Cost of goods sold | 3,952 | 78,030 | 70,427 | |||||||||||||
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Gross profit | 3,266 | 64,474 | 60,150 | |||||||||||||
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Administrative expenses | 328 | 6,485 | 5,942 | |||||||||||||
Selling expenses | 1,923 | 37,944 | 36,283 | |||||||||||||
Other income | 15 | 64 | 1,261 | 407 | ||||||||||||
Other expenses | 15 | 113 | 2,230 | 1,244 | ||||||||||||
Interest expense | 14 | 265 | 5,235 | 5,461 | ||||||||||||
Interest income | 46 | 907 | 702 | |||||||||||||
Foreign exchange loss (gain), net | 8 | 166 | (52 | ) | ||||||||||||
Monetary position gain, net | (4 | ) | (78 | ) | (117 | ) | ||||||||||
Market value loss on financial instruments | 8 | 150 | 246 | |||||||||||||
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Income before income taxes from continuing operations and share of profit in equity accounted investees | 735 | 14,510 | 12,252 | |||||||||||||
Income taxes | 20 | 200 | 3,953 | 3,773 | ||||||||||||
Share in the loss of equity accounted investees, net of tax | (5 | ) | (95 | ) | (161 | ) | ||||||||||
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Net income from continuing operations | 530 | 10,462 | 8,318 | |||||||||||||
Net income from discontinued operations | — | — | 576 | |||||||||||||
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CONSOLIDATED NET INCOME | 530 | 10,462 | 8,894 | |||||||||||||
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Controlling interest from continuing operations | 511 | 10,095 | 7,877 | |||||||||||||
Controlling interest from discontinued operations | — | — | 324 | |||||||||||||
Non-controlling interest from continuing operations | 19 | 367 | 441 | |||||||||||||
Non-controlling interest from discontinued operations | — | — | 252 | |||||||||||||
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CONSOLIDATED NET INCOME | $ | 530 | Ps. | 10,462 | Ps. | 8,894 | ||||||||||
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Basic earnings per share from continuing operations(4) | 0.03 | 0.60 | 0.47 | |||||||||||||
Basic earnings per share from discontinued operations(4) | — | — | 0.02 | |||||||||||||
Diluted earnings per share from continuing operations(4) | 0.03 | 0.60 | 0.47 | |||||||||||||
Diluted earnings per share from discontinued operations(4) | — | — | 0.02 | |||||||||||||
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Shares | 19 | 16,807 | 16,807 | 16,807 | ||||||||||||
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(1) | Convenience translation to U.S. dollars ($) – See Note 2.2.3 |
(2) | The Company initially adopted IFRS 16 at Jaunary 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. – See Note 2.4.1 |
(3) | Revised to reflect the discontinued operations of Coca-Cola FEMSA Philippines |
(4) | 2018 data has been revised for the effect of the March 22, 2019 8 to I stock split- See Note 19 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated income statements.
F-2
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note | September 30, 2019(1) | September 30, 2019 | September 30, 2018(2) | |||||||||||||
CONSOLIDATED NET INCOME | $ | 530 | Ps. | 10,462 | Ps. | 8,894 | ||||||||||
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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, net of taxes | (24 | ) | (474 | ) | (416 | ) | ||||||||||
Exchange differences on the translation of foreign operations and associates | (231 | ) | (4,552 | ) | (13,798 | ) | ||||||||||
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Other comprehensive (loss) to be reclassified to profit or loss in subsequent periods | (255 | ) | (5,026 | ) | (14,214 | ) | ||||||||||
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Items that will not to be reclassified to profit or loss in subsequent periods: | ||||||||||||||||
Re-measurements of the net defined benefit liability, net of taxes | (2 | ) | (48 | ) | 168 | |||||||||||
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Other comprehensive (loss) income not being reclassified to profit or loss in subsequent periods | (2 | ) | (48 | ) | 168 | |||||||||||
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Total other comprehensive (loss), net of tax | $ | (257 | ) | Ps. | (5,074 | ) | Ps. | (14,046 | ) | |||||||
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Consolidated comprehensive income (loss), net of tax | $ | 273 | Ps. | 5,388 | Ps. | (5,152 | ) | |||||||||
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Attributable to: | ||||||||||||||||
Equity holders of the parent from continuing operations | $ | 280 | Ps. | 5,535 | Ps. | (1,502 | ) | |||||||||
Equity holders of the parent from discontinued operations | — | — | (1,450 | ) | ||||||||||||
Non-controlling interest from continuing operations | (7 | ) | (147 | ) | (1,211 | ) | ||||||||||
Non-controlling interest fromdiscontinued operations | — | — | (989 | ) | ||||||||||||
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Consolidated comprehensive income (loss) for the year, net of tax | 273 | 5,388 | (5,152 | ) | ||||||||||||
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(1) | Convenience translation to U.S. dollars ($) – See Note 2.2.3 |
(2) | Revised to reflect the discontinued operations of Coca-Cola FEMSA Philippines– See Note 4.2.1 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of comprehensive income.
F-3
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Notes | Capital Stock | Additional paid-in capital | Retained earnings | Other Equity Instruments | Valuation of the effective portion of derivative financial instrument | Exchange differences on Translation of Foreign Operations and Associates | Remeasurements of the net defined benefit liability | Equity Attributable to Equity Holders of the Parent | Non- Controlling interest | Total Equity | ||||||||||||||||||||||||||||||||||
Balances as of January 1, 2018 | 2,060 | 45,560 | 64,397 | (485 | ) | 247 | 13,968 | (567 | ) | 125,180 | 18,129 | 143,309 | ||||||||||||||||||||||||||||||||
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Net income | — | — | 8,201 | — | — | — | — | 8,201 | 693 | 8,894 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | — | (410 | ) | (10,878 | ) | 135 | (11,153 | ) | (2,893 | ) | (14,046 | ) | |||||||||||||||||||||||||||||
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Total comprehensive income (loss) | — | — | 8,201 | — | (410 | ) | (10,878 | ) | 135 | (2,952 | ) | (2,200 | ) | (5,152 | ) | |||||||||||||||||||||||||||||
Dividends declared | — | — | (7,038 | ) | — | — | — | — | (7,038 | ) | — | (7,038 | ) | |||||||||||||||||||||||||||||||
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Balances as of September 30, 2018 | Ps. | 2,060 | Ps. | 45,560 | Ps. | 65,560 | Ps. | (485 | ) | Ps. | (163 | ) | Ps. | 3,090 | Ps. | (432 | ) | Ps. | 115,190 | Ps. | 15,929 | Ps. | 131,119 | |||||||||||||||||||||
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Balances as of January 1, 2019 | Ps. | 2,060 | Ps. | 45,560 | Ps. | 71,270 | Ps. | (1,524 | ) | Ps. | (149 | ) | Ps. | 8,071 | Ps. | (344 | ) | Ps. | 124,944 | Ps. | 6,806 | Ps. | 131,750 | |||||||||||||||||||||
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Net Income | — | — | 10,095 | — | — | — | — | 10,095 | 367 | 10,462 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | (472 | ) | (4,040 | ) | (48 | ) | (4,560 | ) | (514 | ) | (5,074 | ) | ||||||||||||||||||||||||||||
Total comprehensive income (loss) | — | — | 10,095 | — | (472 | ) | (4,040 | ) | (48 | ) | 5,535 | (147 | ) | 5,388 | ||||||||||||||||||||||||||||||
Dividends declared | 18 | — | — | (7,437 | ) | — | — | — | — | (7,437 | ) | — | (7,437 | ) | ||||||||||||||||||||||||||||||
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Balances at September 30, 2019 | 2,060 | 45,560 | 73,928 | (1,524 | ) | (621 | ) | 4,031 | (392 | ) | 123,042 | 6,659 | 129,701 | |||||||||||||||||||||||||||||||
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The accompanying notes are an integral part of these unaudited interim condensed consolidated statements of changes in equity.
F-4
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the nine-month period ended September 30, 2019 and 2018.
In millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
September 30, 2019(1,2) | September 30, 2019(2) | September 30, 2018(3) | ||||||||||
OPERATING ACTIVITIES | ||||||||||||
Income before income taxes from continuing operations | $ | 730 | Ps. | 14,415 | Ps. | 12,091 | ||||||
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Adjustments for: | ||||||||||||
Non-cash operating (income) expenses | (105 | ) | (2,064 | ) | 262 | |||||||
Depreciation | 320 | 6,311 | 6,178 | |||||||||
Amortization | 63 | 1,244 | 1,156 | |||||||||
Gain on disposal of long-lived assets | (2 | ) | (39 | ) | (63 | ) | ||||||
Write-off of long-lived assets | 10 | 198 | 82 | |||||||||
Share of the loss of equity method, net of taxes | 5 | 95 | 161 | |||||||||
Interest income | (46 | ) | (907 | ) | (702 | ) | ||||||
Interest expense | 265 | 5,235 | 5,461 | |||||||||
Foreign exchange loss (income), net | 8 | 166 | (52 | ) | ||||||||
Non-cash movements in post-employment and othernon-current employee benefits obligations | 6 | 125 | 157 | |||||||||
Monetary position, gain, net | (4 | ) | (78 | ) | (117 | ) | ||||||
Market value loss on financial instruments | 8 | 150 | 246 | |||||||||
Accounts receivable and other current assets | 138 | 2,715 | 2,271 | |||||||||
Other current financial assets | (15 | ) | (295 | ) | (215 | ) | ||||||
Inventories | (9 | ) | (175 | ) | (1,605 | ) | ||||||
Suppliers and other accounts payable | 148 | 2,926 | (768 | ) | ||||||||
Other liabilities | (6 | ) | (120 | ) | 165 | |||||||
Employee benefits paid | (19 | ) | (370 | ) | (21 | ) | ||||||
Income taxes paid | (210 | ) | (4,149 | ) | (6,063 | ) | ||||||
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Net cash flows generated from operating activities continuing operations | 1,285 | 25,383 | 18,624 | |||||||||
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Income before income taxes for discontinued operations | — | — | 1,042 | |||||||||
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Net cash flows generated from operating activities for discontinued operations | — | — | (112 | ) | ||||||||
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INVESTING ACTIVITIES | ||||||||||||
Acquisition and mergers, net of cash acquired | — | — | (5,692 | ) | ||||||||
Interest received | 46 | 908 | 703 | |||||||||
Acquisitions of long-lived assets | (337 | ) | (6,657 | ) | (6,056 | ) | ||||||
Proceeds from the sale of long-lived assets | 14 | 269 | 190 | |||||||||
Acquisition of intangible assets | (13 | ) | (252 | ) | (1,007 | ) | ||||||
Othernon-current assets | 2 | 49 | (191 | ) | ||||||||
Dividends received from investments in associates and joint ventures | — | 1 | 1 | |||||||||
Investment in financial assets | (16 | ) | (320 | ) | (203 | ) | ||||||
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Net cash flows (used in) investing activities from continuing operations | (304 | ) | (6,002 | ) | (12,255 | ) | ||||||
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Net cash (used in) investing activities for discontinued operations | — | — | (397 | ) | ||||||||
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FINANCING ACTIVITIES | ||||||||||||
Proceeds from borrowings | 551 | 10,871 | 12,966 | |||||||||
Repayment of borrowings | (795 | ) | (15,687 | ) | (4,311 | ) | ||||||
Interest paid | (151 | ) | (2,987 | ) | (3,012 | ) | ||||||
Dividends paid | (189 | ) | (3,722 | ) | (3,529 | ) | ||||||
Interest paid on leases | (5 | ) | (99 | ) | — | |||||||
Payments of leases | (17 | ) | (343 | ) | — | |||||||
Other financing activities | (27 | ) | (531 | ) | (1,695 | ) | ||||||
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Net cash flows (used in) generated by financing activities for continuing operations | (633 | ) | (12,498 | ) | 419 | |||||||
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Net cash flows (used in) financing activities for discontinued operations | — | — | (138 | ) | ||||||||
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Net increase in cash and cash equivalents from continuing operations | 348 | 6,883 | 6,788 | |||||||||
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Net increase in cash and cash equivalents from discontinued operations | — | — | 395 | |||||||||
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Cash and cash equivalents at the beginning of the period | 1,202 | 23,727 | 18,767 | |||||||||
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Effects of exchange rate changes and inflation effects on cash and cash equivalents held in foreign currencies | (19 | ) | (380 | ) | (1,558 | ) | ||||||
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Cash and cash equivalents at the end of the period discontinued operations | — | — | (5,917 | ) | ||||||||
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Cash and cash equivalents at the end of the period | $ | 1,531 | Ps. | 30,230 | Ps. | 18,475 | ||||||
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(1) | Convenience translation to U.S. dollars ($) – See Note 2.2.3 |
(2) | The Company initially adopted IFRS 16 at Jaunary 1, 2019 using the modified Retrospective approach under which the comparative information is not restated. – See Note 2.4.1 |
(3) | Revised to reflect the discontinued operations of Coca-Cola FEMSA Philipines |
The accompanying notes are an integral part of these interim condensed consolidated statements of cash flows.
F-5
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 1. Activities of the Company
Coca-Cola FEMSA, S.A.B. de C.V. (“Coca-Cola FEMSA”) is a Mexican corporation, mainly engaged in acquiring, holding and transferring all types of bonds, shares and marketable securities.
Coca-Cola FEMSA is indirectly owned by Fomento Economico Mexicano, S.A.B. de C.V. (“FEMSA”), which holds 47.2% of its capital stock and 56% of its voting shares and The Coca-Cola Company (“TCCC”), which indirectly owns 27.8% of its capital stock and 32.9% of its voting shares. The remaining Coca-Cola FEMSA’s shares trade on the Bolsa Mexicana de Valores, S.A.B. de C.V. (BMV: KOF UBL) as series “L” shares which represents 15.6% of our common equity and its American Depositary Shares (“ADS”) (equivalent to ten series “L” shares) trade on the New York Stock Exchange, Inc (KOF) as series “B” which represents 9.4% of our common equity. The address of its registered office and principal place of business is Mario Pani No. 100 Col. Santa Fe Cuajimalpa, Delegacion Cuajimalpa de Morelos, Mexico City, 05348, Mexico.
Coca-Cola FEMSA and its subsidiaries (the “Company”), as an economic unit, are engaged in the production, distribution and marketing of certain Coca-Cola trademark beverages in Mexico, Central America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Brazil, Uruguay, Argentina and until November 2018 the Philippines.
The most significant subsidiaries which the Company controls are discloed in Note 1 of our annual consolidated financial statements.
F-6
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 2. Basis of Preparation
2.1 Statement of compliance
These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standards — IAS 34Interim Financial Reporting (“IAS 34”). They do not include all the information required for a complete set of IFRS financial statements. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of Coca-Cola FEMSA since our last audited annual consolidated financial statements as of and for the year ended December 31, 2018.
The accompanying condensed consolidated balance sheets as of September 30, 2019, as well as the condensed consolidated statements of income, comprehensive income (loss), cash flows and changes in equity for the nine-month periods ended September 30, 2019 and 2018, and their related disclosures included in these notes, are unaudited.
This is the first set of the Company’s financial statements in which IFRS 16 has been applied. Changes to significant accounting policies are describe in Note 2.4.1.
These interim condensed consolidated financial statements were authorized for issuance by the Company’s Chief Executive Officer Constantino Spas Motesinos on December 6, 2019 based on figures approved by Board of directors on October 24, 2019 including subsequent events as of December 17, 2019.
2.2 Basis of measurement and presentation
The consolidated financial statements have been prepared on historical cost basis, except for the following:
• | Derivative financial instruments. |
• | Long-term notes payable on which fair value hedge accounting is applied. |
• | Trust assets of post-employment and other long-term employee benefit plans. |
The carrying values of assets and liabilities designated as hedged items in fair value hedges that would otherwise be carried at amortized cost are adjusted to record changes in the fair values attributable to the risks that are being hedged in effective hedge relationship.
The financial statements of subsidiaries whose functional currency is the currency of a hyperinflationary economy are restated in terms of the measuring unit at the end of the reporting period.
2.2.1 Presentation of consolidated income statement
The Company’s 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 Company’s consolidated statement of cash flows is presented using the indirect method.
2.2.3 Convenience translation to U.S. dollars ($)
The consolidated financial statements are stated in millions of Mexican pesos (“Ps.”) and rounded to the nearest million unless stated otherwise. However, solely for the convenience of the readers, the consolidated statement of financial position, as of September 30, 2019 the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the nine-month period ended September 30, 2019 were converted into U.S. dollars at the closing exchange rate of 19.7420 Mexican pesos per U.S. dollar as published by the Federal Reserve Bank of New York as of September 30, 2019. This arithmetic conversion should not be construed as representation that amounts expressed in Mexican pesos may be converted into U.S. dollars at that or any other exchange rate.
As of December 17, 2019 (the issuance date of these interim condensed consolidated financial statements) the exchange rate was Ps. 19.0660 per U.S. dollar presenting a appreciation of 3.42% since September 30, 2019.
F-7
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
2.3 Critical accounting judgments and estimates
For the application of the Company’s 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 Company’s accounting policies, management has made the following judgements with most significant effects on the consolidated financial statements.
Critical accounting judgments and estimates applied to these condensed consolidated interim financial statement as of September 30, 2019 are the same as those mentioned in our last audited annual consolidated financial statements as of and for the year ended December 31, 2018, except for leases.
Leases
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Information on assumptions and estimates that have a significant risk of resulting in an adjustment to the carrying value ofright-of-use assets and lease liabilities, and related statement of income accounts, include the following:
• | Determination of whether the Company is reasonably certain to exercise an option to extend a lease agreement or not to exercise an option to terminate a lease agreement before its termination date, considering all the facts and circumstances that create an economic incentive for the Company to exercise, or not, such options, taking into account whether the lease option is enforceable, when the Company has the unilateral right to apply the option in question. |
The Company excludes all lease contracts of:
(i) | a term of less than 12 months and; |
(ii) | leases in which the underlying asset is of low value in absolute terms, considering at most the equivalent of USD 5,000 or its equivalent in other currencies |
2.4 Application of recently issued accounting standards
The Company has applied the following amendments to IFRS during 2019:
2.4.1 IFRS 16 Leases
IFRS 16 supersedes International Accounting Standard (IAS) 17,Leases, International Financial Reporting Interpretation Committee (IFRIC) 4,Determining whether an Arrangement contains a Lease, Standard Interpretation Committee (SIC) 15,Operating Leases-Incentives and SIC 27,Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a singleon-balance sheet model, recognizing aright-of-use asset reflecting its right to use the underlying asset and a related lease liability for its obligation to make lease payments during the lease term. The Company has modified its accounting policy for lease contracts as a result of the standard adoption, acting only as a lessee, as detailed in Note 3.2.
Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have an impact for leases where the Company is the lessor.
The Company applied the modified retrospective approach, under which, the cumulative effect of initial application is recognized in retained earnings as from January 1st, 2019. The main changes on leases accounting policy is disclosed below.
• | Definition of a lease |
Previously, the Company had determined at each contract inception whether an arrangement is or contains a lease under “IAS 17 – Leases” and “IFRIC 4 – Determining whether an arrangement contains a lease”. Under IFRS 16, the Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 3.2.
F-8
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Company elected to apply the transition practical expedient known as “Grandfather” which allows at the date of initial application to consider as a lease only those contracts previously identified as such in accordance with IAS 17 and IFRIC 4. Therefore, the definition of a lease under IFRS 16 applies only to those contracts entered into or modified on or after January 1st, 2019.
The Company excludes all those leases contracts with: (i) remaining lease term of less than twelve month and, (ii) those leases with an underlying low value assets with absolute terms, considering at maximum amount that equals to $5,000 or its equivalent in other currencies.
• | Accounting as a lessee |
As a lessee, the Company previously classified leases as either operating or finance leases based on its assessment of whether substantially all the rights and risk incidental to ownership of an asset are transferred from the lessor to the lessee. Under IFRS 16, the Company recognizes aright-of-use asset and a lease liability for all lease arrangements, excluding those that are considered as exceptions by the standard.
At transition date, the Company recognized a lease liability measured at the present value of the remaining lease payments during thenon-cancellable period, discounted at the incremental borrowing rate of the Company as of January 1st, 2019.Right-of-use asset is measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The following practical expedients permitted by IFRS 16 were applied to lease contracts previously accounted for as operating leases under IAS 17 at the transition date only:
• | A single discount rate to a portfolio of leases with similar characteristics. |
• | Not to recognizeright-of-use assets and liabilities for leases with less than twelve months of lease term and leases oflow-value items. |
• | Exclude initial direct costs from measuring theright-of-use asset. |
• | Use hindsight information when determining the lease term if the contract contains options to extend or terminate the lease. |
Measuring lease liabilities for leases that were classified as operating leases, the following is a reconciliation to discounted the operating lease commitments as of December 31, 2018 to the lease liability recognized upon adoption of IFRS 16:
As of January 1, 2019 | ||||
Operating lease commitments as of December 31, 2018 | Ps. | 2,455 | ||
Discounted operating lease commitments | 1,976 | |||
Less: Commitments relating to short-term leases andlow-value assets | (179 | ) | ||
Add: Commitments relating to leases previously classified as finance leases | — | |||
|
| |||
Lease liabilities at the beginning of the period | Ps. | 1,797 | ||
|
|
As of the date of the adoption, the weighted average incremental borrowing rate was 7.27%.
2.4.2 IFRIC 23 Uncertainty over income tax treatments
The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:
a) | Whether an entity considers uncertain tax treatments separately, |
b) | The assumptions an entity makes about the examination of tax treatments by taxation authorities, |
c) | How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, and: |
d) | How an entity considers changes in facts and circumstances. |
An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after January 1, 2019 and has been adopted in the preparing these Interim Condensed Consolidated Financial Statements.
The Company applied retrospective method and has performed a qualitative and quantitative evaluation of the potential impacts that will occur in the consolidated financial statements derived from IFRIC 23 adoption. Such evaluation includes the following the activities described below:
i) | Review of the Company’s policies through which tax treatments are revised and accounted, this includes evidence from business units delivered to external auditors. |
F-9
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
ii) | Analysis of the tax memorandums prepared by the external tax advisor which support the Company’s tax treatment over an uncertain tax position about a) how tax earnings (losses) are calculated, b) tax basis or losses are applied, c) tax credits not applied, and d) how tax rates in different jurisdictions are considered. |
iii) | Documentation of the tax correspondence received in the Company’s and subsidiaries business units in order to analyze any recent resolution adopted from the tax authority regarding tax positions, |
iv) | Analysis of the tax position report of the Company on a monthly basis. |
The Company concluded that there were no significant impacts on the consolidated financial statements derived from the adoption of the IFRIC 23. However, IFRIC 23 provides requirements that add to the requirements in IAS 12 Income taxes by specifying how to reflect the effects of uncertainty in accounting for income taxes, which helped the Company to strengthen the corporate policy in this matter.
Note 3. Significant Accounting Policies
The accounting policies that were applied to these consolidated condensed interim financial statements as of and for the nine-month period September 30, 2019, except for those newly issued financial reporting standards effective January 1, 2019, are the same as those applied by Coca-Cola FEMSA in its audited annual consolidated financial statements as at and for the year ended December 31, 2018.
The translation of assets and liabilities denominated in foreign currencies into Mexican pesos is for consolidation purposes and does not indicate that the Company could realize or settle the reported value of those assets and liabilities in Mexican pesos. Additionally, this does not indicate that the Company could return or distribute the reported Mexican peso value in equity to its shareholders.
Exchange Rates of Local Currencies Translated to Mexican Pesos (1) | ||||||||||||||||||
Functional / | Average Exchange Rate as of | Exchange Rate as of | ||||||||||||||||
Country or Zone | Recording Currency | September 30, 2019 | September 30, 2018 | September 30, 2019 | December 31, 2018 | |||||||||||||
Mexico | Mexican peso | 1.00 | 1.00 | 1.00 | 1.00 | |||||||||||||
Guatemala | Quetzal | 2.50 | 2.55 | 2.54 | 2.54 | |||||||||||||
Costa Rica | Colon | 0.03 | 0.03 | 0.03 | 0.03 | |||||||||||||
Panama | U.S. dollar | 19.25 | 19.04 | 19.64 | 19.68 | |||||||||||||
Colombia | Colombian peso | 0.01 | 0.01 | 0.01 | 0.01 | |||||||||||||
Nicaragua | Cordoba | 0.58 | 0.61 | 0.59 | �� | 0.61 | ||||||||||||
Argentina | Argentine peso | 0.44 | 0.80 | 0.34 | 0.52 | |||||||||||||
Brazil | Reais | 4.96 | 5.32 | 4.72 | 5.08 | |||||||||||||
Philippines | Philippin peso | NA | 0.36 | NA | 0.37 | |||||||||||||
Uruguay | Uruguayan peso | 0.56 | 0.63 | 0.53 | 0.61 |
(1) | Exchange rates published by the Central Bank of each country where the Company operates. |
3.1 Recognition of the effects of inflation in countries with hyperinflationary economic environments
The Company recognizes the effects of inflation on the financial information of its subsidiaries that operates in hyperinflationary economic environments (when cumulative inflation of the three preceding years is approaching, or exceeds, 100% or more in addition to other qualitative factors).
As of September 30, 2019 and December 31, 2018, the operations of the Company are classified as follows:
Country | Cumulative Inflation 2016-2019 | Type of Economy | Cumulative Inflation 2015-2018 | Type of Economy | ||||||||
Mexico | 15.1 | % | Non-hyperinflationary | 15.7 | % | Non-hyperinflationary | ||||||
Guatemala | 10.3 | % | Non-hyperinflationary | 12.2 | % | Non-hyperinflationary | ||||||
Costa Rica | 6.0 | % | Non-hyperinflationary | 5.7 | % | Non-hyperinflationary | ||||||
Panama | 0.9 | % | Non-hyperinflationary | 2.1 | % | Non-hyperinflationary | ||||||
Colombia | 11.6 | % | Non-hyperinflationary | 13.4 | % | Non-hyperinflationary | ||||||
Nicaragua | 15.8 | % | Non-hyperinflationary | 13.1 | % | Non-hyperinflationary | ||||||
Argentina | 166.2 | % | Hyperinflationary | 158.4 | % | Non-hyperinflationary | ||||||
Brazil | 10.0 | % | Non-hyperinflationary | 13.1 | % | Non-hyperinflationary | ||||||
Philippines | NA | Non-hyperinflationary | 11.9 | % | Non-hyperinflationary | |||||||
Uruguay | 23.9 | % | Non-hyperinflationary | 25.3 | % | Non-hyperinflationary |
F-10
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
3.2 Leases
In accordance with IFRS 16, the Company evaluates whether a contract is, or contains a lease when the contract transfers the right to control the control of an identified asset during a period of time in exchange for a consideration.
The Company evaluates whether a contract is a lease agreement when:
• | The contract involves the use of an identified asset—this can be specified explicitly or implicitly, and must be physically different or represent substantially the entire capacity of a physically different asset. If the lessor has substantive substitution rights, the asset is not identified; |
• | The Company has the right to receive substantially all the economic benefits of the use of the asset throughout the period of use; |
• | The Company has the right to direct the use of the asset when it has the right to make the most relevant decisions about how, and what is the purpose of the asset. When the use of the asset is predetermined, the Company has the right to direct the use of the asset if: i) it has the right to operate the asset; or ii) the default asset design determine for what purpose it will be use. |
Initial measurement
On the start date of the lease, the Company recognizes aright-of-use-asset and a leasing liability. Theright-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. Theright-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 theright-of-use asset and the lease liability is the rate related to the Company’s 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 aright-of-use asset and lease liability for those short-term agreements with a contractual period of 12 months or less and leases oflow-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
Theright-of-use asset is subsequently depreciated using the straight-line method from the start date to the shortest between the useful life of theright-of-use asset (term of the lease agreement) and the useful life of the related leased asset. In addition, theright-of-use asset is periodically adjusted for impairment losses, if any, and adjusted for some lease liability remedies.
Lease liabilities are subsequently measured at amortized cost using the effective interest rate method. The Companyre-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 thenon-cancelable period of the contract; |
• | The Company changes its assessment of whether it will exercise a purchase option. |
When the lease liability is measured again, an adjustment is made corresponding to the carrying amount of the asset by right of use, or is recorded in profit or loss if the carrying amount of the asset by right of use has been reduced to zero.
F-11
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
A modification to the lease agreement is accounted for as a separate agreement if the following two conditions are met:
i) | The modification increases the scope of the lease by adding the right to use one or more underlying assets; and |
ii) | The consideration of the lease is increased by an amount proportional to the independent price of the increase in scope and by any adjustment to that independent price to reflect the contract circumstances. |
In the consolidated statements of income and comprehensive income, the interest expense of the lease liability is presented as a component of the financial expense, unless they are directly attributable to qualified assets, in which case they are capitalized according to the Company financing cost accounting policy. Theright-of-use assets are measured according to the cost model, depreciated during the lease term in a straight line and recognized in the consolidated statement of income.
Improvements in leased properties are recognized as part of property, plant and equipment in the consolidated statement of financial position and amortized using the straight-line method, for the shortest period between the useful life of the asset and the term of the related lease.
Note 4. Mergers, Acquisitions and Disposals
4.1 Other mergers and acquisitions
The Company has consummated certain mergers and acquisitions during the nine-month periods ended September 30, 2018; which were recorded using the acquisition method of accounting. The results of operations from these business combinations have been included in the condensed consolidated financial statements since the date on which the Company obtained control of the business, as disclosed below. Therefore, the condensed interim consolidated income statements and the condensed consolidated statements of financial position in the period of such acquisitions are not comparable with previous periods. The condensed consolidated statements of cash flows for the nine-month period ended September 30, 2019 and 2018, show the cash outflow and inflow for the merged and acquired operations net of the cash acquired related to those mergers and acquisitions.
The Company finalized the allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed for acquisitions completed during the prior year, with no significant variations to the preliminary allocation to the fair value of the net assets acquired, which were included in its audited annual consolidated financial statements as at and for the year ended December 31, 2018, primarily related to the following: (1) Acquisition of 100% of the Guatemalan Company Alimentos y Bebidas del Atlántico, S.A. (“ABASA”), included in the Company results since May, 2018; (2) Acquisition of 100% of Comercializadora y Distribuidora Los Volcanes, S.A. (“Los Volcanes”) included in the Company’ consolidated results beginning on May, 2018; and (3) Acquisition of 100% of Montevideo Refrescos, S.R.L. (“MONRESA”) which is included in the consolidated financial results beginning on July 2018.
Note 5. Discontinued operations
On August 16, 2018, Coca - Cola FEMSA announced its decision to exercise the put option to sell its 51% of the Coca - Cola FEMSA Philippines, Inc. (CCFPI) to The Coca - Cola Company. Such decision was approved by the Company’s board on August 6, 2018.
Consequently, beginning August 31, 2018, CCFPI had been classified as an asset held for sale and its operations as a discontinued operation in the financial statements for 2018. Previously CCFPI represented the Asia division and was considered an independent segment until December 31, 2017. Since its designation as discontinued operation, the Asia segment is no longer a reporting segment. The sale was completed on December 13, 2018. The accompanying unaudited interim condensed consolidated statements of income, comprehensive income and cash flows for the nine month period ended September 30, 2018 have been revised to reflect the discontinued operations of CCFPI.
Note 6. Cash and Cash Equivalents
Includes cash on hand and in bank deposits and cash equivalents, which are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, with a maturity date of three months or less at their acquisition date. Cash and cash equivalents at the end of the reporting period as shown in the condensed consolidated statements of financial position and cash flows is comprised of the following:
September 30, 2019 | December 31, 2018 | |||||||
Cash and bank balances | Ps. | 3,408 | Ps. | 7,778 | ||||
Cash equivalents | 26,822 | 15,949 | ||||||
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Ps. | 30,230 | Ps. | 23,727 | |||||
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F-12
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 7. Trade Accounts Receivable, Net
As of September 30, 2019 and December 31, 2018, Company’s trade accounts receivables, net are as follows:
September 30, 2019 | December 31, 2018 | |||||||
Trade receivables | Ps. | 7,780 | Ps. | 11,726 | ||||
The Coca-Cola Company (related party) (Note 13) | 721 | 1,173 | ||||||
Loans to employees | 94 | 77 | ||||||
FEMSA and subsidiaries (related parties) (Note 13) | 1,278 | 783 | ||||||
Other related parties (Note 13) | 609 | 575 | ||||||
Other | 1,317 | 1,108 | ||||||
Allowance for expected credit losses | (839 | ) | (595 | ) | ||||
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| |||||
Ps. | 10,960 | Ps. | 14,847 | |||||
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Note 8. Inventories
As of September 30, 2019 and December 31, 2018, Company’s inventories are Ps. 9,657 and Ps. 10,051, respectively. For thenine-month period ended September 30, 2019 and 2018, the Company recognized write-downs of its inventories for Ps. 219 and Ps. 90 respectively, to net realizable value.
Note 9. Other Current Assets and Other Current Financial Assets
As of September 30, 2019 and December 31, 2018, Company’s other current assets and other current financial assets totaled Ps. 3,339 and Ps. 2,827, respectively.
Note 10. Property, Plant and Equipment, Net
As of September 30, 2019 and December 31, 2018, Company’s property, plant and equipment, net are as follows:
September 30, 2019 | December 31, 2018 | |||||||
Land | Ps. | 5,272 | Ps. 5,575 | |||||
Buildings | 14,112 | 14,361 | ||||||
Machinery and equipment | 20,520 | 21,496 | ||||||
Refrigeration equipment | 9,445 | 9,757 | ||||||
Returnable bottles | 5,783 | 6,043 | ||||||
Investments in fixed assets in progress | 3,584 | 4,131 | ||||||
Leasehold improvements | 373 | 203 | ||||||
Others | 316 | 376 | ||||||
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| |||||
Ps. | 59,405 | Ps. 61,942 | ||||||
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Note 11. Leases
For the nine-month period ended as of September 30, 2019, the change in the Company’sright-of-use asset, is as follows:
Total | ||||
Cost as of January 1, 2019 | Ps. | 1,797 | ||
Additions | 54 | |||
Disposals | (15 | ) | ||
Depreciation | (388 | ) | ||
Effects of changes in foreign exchange rates | (90 | ) | ||
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| |||
Ps. | 1,358 | |||
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F-13
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, Company’s lease liabilities, are as follows:
September 30, 2019 | ||||
Maturity analysis – | ||||
Less than one year | Ps. | 471 | ||
One to three years | 716 | |||
More than three years | 197 | |||
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| |||
Total lease liabilities at September 30, 2019 | 1,384 | |||
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| |||
Current | 471 | |||
Non-Current | Ps. | 913 | ||
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The interest expense for leases reported in the income statements for the nine-month period ended September 30, 2019 was Ps. 99.
Note 12. Intangible Assets
As of September 30, 2019, and December 31, 2018, Company’s intangible assets are as follows:
September 30, 2019 | December 31, 2018 | |||||||
Rights to produce and distribute Coca-Cola trademark products | Ps. | 82,364 | Ps. 87,617 | |||||
Goodwill | 25,535 | 23,729 | ||||||
Other indefinite lived intangible assets | 1,001 | 1,054 | ||||||
Technology cost and management systems | 2,263 | 2,998 | ||||||
Systems in development | 752 | 777 | ||||||
Others | 549 | 629 | ||||||
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Ps. | 112,464 | Ps. 116,804 | ||||||
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For the nine-month period ended September 30, 2019 and 2018, allocation for amortization expense is as follows:
September 30, 2019 | September 30, 2018 | |||||||
Cost of goods sold | Ps. | 20 | Ps. | 23 | ||||
Administrative expenses | 588 | 509 | ||||||
Selling expenses | 185 | 174 | ||||||
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Ps. | 793 | Ps. | 706 | |||||
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Note 13. Balances and transactions with related parties and affiliated companies
For the nine-month period ended September 30, 2019, the company had significant operations with related parties of FEMSA for an amount of approximately of Ps. 5,826, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 24,760 mainly for the purchase of concentrate; and with Heineken for an amount of approximately Ps. 11,487, mainly for purchases of beer from Heineken Group.
For the nine-month period ended September 30, 2018, the company had significant operations with related parties by FEMSA for an amount of approximately of Ps. 6,462, mainly for purchase of coolers and other logistic and administrative expenses; The Coca-Cola Company for an amount of approximately of Ps. 25,219 for the purchase of concentrate; and with Heineken for an amount of approximately of Ps. 10,173 for purchases of beer from Heineken Group, mainly.
F-14
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 14. Bank Loans and Notes Payable
As of September 30, 2019, Company’s bank loans and notes payable are as follows:
(In millions of mexican pesos) | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 And following years | Carrying Value as September 30, 2019 | Fair Value as of September 30, 2019 | Carrying value as of December 31 2018 | |||||||||||||||||||||||||||
Short-term debt Fixed rate debt: | ||||||||||||||||||||||||||||||||||||
Argentine pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | Ps. | 136 | Ps. | — | Ps. | — | Ps. | — | Ps. | — | Ps. | — | Ps. | 136 | Ps. | 122 | Ps. | 157 | ||||||||||||||||||
Interest rate | 63.50 | % | — | — | — | — | — | 63.50 | % | — | 36.75 | % | ||||||||||||||||||||||||
Uruguayan pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | — | — | — | — | — | — | — | — | 771 | |||||||||||||||||||||||||||
Interest rate | — | — | — | — | — | — | — | — | 9.96 | % | ||||||||||||||||||||||||||
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Subtotal | 136 | — | — | — | — | — | 136 | 122 | 928 | |||||||||||||||||||||||||||
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Variable rate debt: | ||||||||||||||||||||||||||||||||||||
Colombian pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | 426 | — | — | — | — | — | 426 | 425 | 454 | |||||||||||||||||||||||||||
Interest rate | 4.68 | % | — | — | — | — | — | 4.68 | % | — | 5.58 | % | ||||||||||||||||||||||||
Argentine pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | 34 | — | — | — | — | — | 34 | 33 | — | |||||||||||||||||||||||||||
Interest rate | 75.27 | % | — | — | — | — | — | 75.27 | % | — | — | |||||||||||||||||||||||||
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Subtotal | 460 | — | — | — | — | — | 460 | 458 | 454 | |||||||||||||||||||||||||||
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Short-term debt | 596 | — | — | — | — | — | 596 | 580 | 1,382 | |||||||||||||||||||||||||||
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Long-term debt: | ||||||||||||||||||||||||||||||||||||
Fixed rate debt: | ||||||||||||||||||||||||||||||||||||
U.S. Dollar | ||||||||||||||||||||||||||||||||||||
Yankee bond | 9,813 | — | — | 17,537 | — | 11,791 | 39,141 | 43,644 | 39,204 | |||||||||||||||||||||||||||
Interest rate | 4.63 | % | — | — | 3.88 | % | — | 5.25 | % | 4.48 | % | — | 4.48 | % | ||||||||||||||||||||||
Brazilian reals | ||||||||||||||||||||||||||||||||||||
Notes Payable(2) | 4,641 | — | — | — | — | — | 4,641 | 4,641 | 4,653 | |||||||||||||||||||||||||||
Interest rate | 0.38 | % | — | — | — | — | — | 0.38 | % | — | 0.38 | % | ||||||||||||||||||||||||
Bank loans | 135 | 95 | 58 | 37 | 24 | 1 | 350 | 349 | 522 | |||||||||||||||||||||||||||
Interest rate | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | 6.03 | % | — | 5.95 | % | |||||||||||||||||||
Mexican pesos | ||||||||||||||||||||||||||||||||||||
Senior notes | — | 2,499 | — | 7,496 | — | 8,488 | 18,483 | 18,131 | 18,481 | |||||||||||||||||||||||||||
Interest rate | — | 8.27 | % | — | 5.46 | % | — | 7.87 | % | 6.95 | % | — | 6.95 | % | ||||||||||||||||||||||
Uruguayan pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | 502 | 821 | — | — | — | — | 1,323 | 1,323 | 573 | |||||||||||||||||||||||||||
Interest rate | 10.15 | % | 9.42 | % | — | — | — | — | 9.70 | % | — | 10.15 | % | |||||||||||||||||||||||
U.S. Dollar | ||||||||||||||||||||||||||||||||||||
Financial leasings | 3 | — | — | — | — | — | 3 | — | 10 | |||||||||||||||||||||||||||
Interest rate | 3.28 | % | 3.28 | % | 3.28 | % | ||||||||||||||||||||||||||||||
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Subtotal | 15,094 | 3,415 | 58 | 25,070 | 24 | 20,280 | 63,941 | 68,088 | 63,443 | |||||||||||||||||||||||||||
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Variable rate debt: | ||||||||||||||||||||||||||||||||||||
Mexican pesos | ||||||||||||||||||||||||||||||||||||
Senior notes | — | — | 1,497 | — | — | — | 1,497 | 1,389 | 1,497 | |||||||||||||||||||||||||||
Interest rate | — | — | 8.44 | % | — | — | — | 8.44 | % | — | 8.61 | % | ||||||||||||||||||||||||
Bank loans | — | — | — | — | 338 | 9,062 | 9,400 | 9,400 | 10,100 | |||||||||||||||||||||||||||
Interest rate | — | — | — | — | 8.85 | % | 8.66 | % | 8.67 | % | — | 8.56 | % | |||||||||||||||||||||||
U.S. Dollar | ||||||||||||||||||||||||||||||||||||
Bank loans | — | — | — | — | — | — | — | — | 4,025 | |||||||||||||||||||||||||||
Interest rate | — | — | — | — | — | — | — | — | 3.34 | % | ||||||||||||||||||||||||||
Colombian pesos | ||||||||||||||||||||||||||||||||||||
Bank loans | 794 | — | — | — | — | — | 794 | 794 | 848 | |||||||||||||||||||||||||||
Interest rate | 5.55 | % | — | — | — | — | — | 5.55 | % | — | 5.67 | % | ||||||||||||||||||||||||
Brazilian reals | ||||||||||||||||||||||||||||||||||||
Bank loans | 215 | 71 | 6 | — | — | — | 292 | 292 | 505 | |||||||||||||||||||||||||||
Interest rate | 8.64 | % | 8.64 | % | 8.64 | % | — | — | — | 8.64 | % | — | 9.53 | % | ||||||||||||||||||||||
Notes Payable | — | — | — | — | — | — | — | — | 5 | |||||||||||||||||||||||||||
Interest rate | — | — | — | — | — | — | — | — | 0.40 | % | ||||||||||||||||||||||||||
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Subtotal | 1,009 | 71 | 1,503 | — | 338 | 9,062 | 11,983 | 11,875 | 16,980 | |||||||||||||||||||||||||||
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Long-term debt: | 16,103 | 3,486 | 1,561 | 25,070 | 362 | 29,342 | 75,924 | 79,963 | 80,423 | |||||||||||||||||||||||||||
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Current portion of long term debt | 16,103 | — | — | — | — | — | 16,103 | — | 10,222 | |||||||||||||||||||||||||||
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Long-term debt | — | 3,486 | 1,561 | 25,070 | 362 | 29,342 | 59,821 | 79,963 | 70,201 | |||||||||||||||||||||||||||
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(1) | All interest rates shown in this table are weighted average contractual annual rates. |
(2) | Promissory note denominated and payable in Brazilian reais; however, it is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar. |
F-15
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
During 2019 Coca-Cola FEMSA celebrated bank loans in Mexico for an amount of Ps.9,400 at an interest rate of 9.09% and 8.63%, and the proceed were used to settled bank loans denominated in USD and for general corporate purposes. Additionally the Company obtained during 2019 bank loans in Uruguay, Colombia and Argentina for an amount of Ps. 1,471.
For the nine-month period ended September 30, 2019 and 2018, the interest expense is comprised as follows:
September 30, 2019 | September 30, 2018 | |||||||
Interest on debts and borrowings | Ps. | 3,337 | Ps. | 3,389 | ||||
Finance charges for employee benefits | 150 | 142 | ||||||
Derivative instruments | 1,499 | 1,710 | ||||||
Finance charges for leases | 99 | — | ||||||
Finance operating charges | 150 | 220 | ||||||
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Ps. | 5,235 | Ps. | 5,461 | |||||
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Note 15. Other Income and Expenses
September 30, 2019 | September 30, 2018 | |||||||
Other income: | ||||||||
Gain on sale of long-lived assets | Ps. | 269 | Ps. | 190 | ||||
Cancellation of contingencies | 84 | 116 | ||||||
Leases | 6 | — | ||||||
Foreign exchange gain related to operating activities | 6 | 96 | ||||||
Tax actualization effects | 896 | (1) | — | |||||
Other | — | 5 | ||||||
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Ps. | 1,261 | Ps. | 407 | |||||
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Other expenses: | ||||||||
Provisions for contingencies | Ps. | 627 | Ps. | 619 | ||||
Loss on the retirement of long-lived assets | 198 | 82 | ||||||
Loss on sale of long-lived assets | 231 | 127 | ||||||
Severance payments | 1,058 | (2) | 99 | |||||
Donations | 11 | 117 | ||||||
Leases | 6 | — | ||||||
Other | 99 | 200 | ||||||
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Ps. | 2,230 | Ps. | 1,244 | |||||
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(1) | Following a favorable decision from Brazilian tax authorities received during 2019, Coca-Cola FEMSA has been entitled to reclaim indirect tax payments made in prior years in Brazil, resulting in the recognition of a tax credit and an extraordinary positive effect in the operating revenues and other income captions of the condensed consolidated income statements. See note 20.1.1. |
(2) | During 2019, the Company incurred in restructuring costs related to some of their operations as part of an efficiency program. |
F-16
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 16. Financial Instruments
Fair Value of Financial Instruments
The Company measures the fair value of its financial assets and liabilities classified as level 1 and 2, applying the income approach method, which estimates the fair value based on expected cash flows discounted to net present value. The following table summarizes the Company’s financial assets and liabilities measured at fair value, as of September 30, 2019 and December 31, 2018:
September 30, 2019 | December 31, 2018 | |||||||||||||||
Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||
Derivative financial instrument asset | 21 | 2,176 | — | 2,605 | ||||||||||||
Derivative financial instrument liability | 205 | 1,244 | 236 | 881 |
16.1 Total debt
The fair value of bank loans is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for debt of similar amounts and maturities, which is considered to be Level 2 in the fair value hierarchy. The fair value of the Company’s publicly traded debt is based on quoted market prices as of of September 30, 2019 and December 31, 2018, which is considered to be Level 1 in the fair value hierarchy (See Note 14).
16.2 Interest rate swaps
The Company has contracted a number of interest rate swaps to reduce its exposure to interest rate fluctuations associated with itsdebt denominated in BRL. These interest rate swaps, for accounting purposes are recorded as fair value hedges and the interest rate variation is recorded in the consolidated income statement as “market value (gain) loss on financial instruments”.
As of September 30, 2019, the Company has the following outstanding interest rate swap agreements:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 4,004 | Ps. | (40 | ) | Ps. | — | |||||
2020 | 4,548 | (189 | ) | — |
As of December 31, 2018, the Company has the following outstanding interest rate swap agreements:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 4,013 | Ps. | (49) | Ps. | — | ||||||
2020 | 4,559 | (112 | ) | — | ||||||||
2021 | 4,035 | (110 | ) | — |
The net effect of expired contracts treated as hedges are recognized as interest expense within the consolidated income statements.
16.3 Forward agreements to purchase foreign currency
The Company has entered into forward agreements to reduce its exposure to the risk of exchange rate fluctuations among the Mexican peso and other currencies.
These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these forwards are recorded as part of “cumulative other comprehensive income”. Net gain/ loss on expired contracts is recognized as part of foreign exchange or cost of goods sold, depending on the nature of the hedge in the consolidated income statements.
Net changes in the fair value of forward agreements that do not meet criteria for hedge accounting are recorded in the consolidated income statements under the caption “market value gain on financial instruments”.
F-17
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 3,301 | Ps. | (31 | ) | Ps. | 83 | |||||
2020 | 4,323 | (17 | ) | 58 |
As of December 31, 2018, the Company had the following outstanding forward agreements to purchase foreign currency:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 4,768 | Ps. | (66 | ) | Ps. | 109 |
16.4 Options to purchase foreign currency
The Company has executed call option and collar strategies to reduce its exposure to the risk of exchange rate fluctuations. A call option is an instrument that limits the loss in case of foreign currency depreciation. A collar is a strategy that combines call and put options, limiting the exposure to the risk of exchange rate fluctuations in a similar way as a forward agreement.
These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these options, corresponding to the intrinsic value, are initially recorded as part of “cumulative other comprehensive income”. Changes in the fair value, corresponding to the extrinsic value, are recorded in the consolidated income statements under the caption “market value gain/ (loss) on financial instruments,” as part of the consolidated net income. Net gain/(loss) on expired contracts including the net premium paid, is recognized as part of cost of goods sold when the hedged item is recorded in the consolidated income statements.
As of September 30, 2019, the Company paid a net premium of Ps. 9 million for the following outstanding collar options to purchase foreign currency:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 245 | Ps. | (2 | ) | Ps. | 9 | |||||
2020 | 112 | — | 8 |
At December 31, 2018, the Company paid a net premium of Ps. 43 million for the following outstanding collar options to purchase foreign currency:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 1,734 | Ps. | (33 | ) | Ps. | 57 |
16.5 Cross-currency swaps
The Company has contracts denominated as interest cross-currency rate swaps in order to reduce the risk emanated from interest rate and exchange rate fluctuation in the contracted obligations denominated in USD, hedging the total contracted loans. Exchange rate swaps are designated as hedge instruments where the Company changes the debt profile to the functional currency to reduce the exchange rate fluctuation risk.
The fair value is estimated using market prices that would apply to terminate the contracts at the end of the period. For accounting purposes, the cross currency swaps are recorded as both, Cash Flow Hedges in regards to the foreign exchange risk, and Fair Value Hedges in regards to the interest rate risk and foreign exchange risk. The fair value changes related to exchange rate fluctuations of the notional of those cross currency swaps and the accrued interest are recorded in the consolidated income statements. The remaining portion of the fair value changes, when designated as Cash Flow Hedges, are recorded in the consolidated balance sheet in “cumulative other comprehensive income”. If they are designated as Fair Value Hedges the changes in this remaining portion are recorded in the income statements as “market value (gain) loss on financial instruments”.
F-18
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
At September 30, 2019, the Company had the following outstanding cross – currency swap agreements:
Maturity Date | Notional Amount | Fair Value Liability June 30, 2019 | Fair Value Asset June 30, 2019 | |||||||||
2019 | Ps. | 4,641 | Ps. | — | Ps. | 815 | ||||||
2020 | 14,366 | (174 | ) | 1,125 | ||||||||
2023 | 11,193 | (247 | ) | 25 | ||||||||
2027 | 6,873 | (545 | ) | 54 |
As of December 31, 2018, the Company had the following outstanding cross – currency swap agreements:
Maturity Date | Notional Amount | Fair Value Liability December 30, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 4,652 | Ps. | — | Ps. | 498 | ||||||
2020 | 14,400 | (79 | ) | 969 | ||||||||
2021 | 4,035 | — | 586 | |||||||||
2023 | 11,219 | (390 | ) | 135 | ||||||||
2027 | 6,889 | (42 | ) | 202 |
16.6 Commodity price contracts
The Company has entered into various commodity price contracts to reduce its exposure to the risk of fluctuation in the costs of certain raw material. The fair value is estimated based on the market valuations to terminate the contracts at the end of the period. These instruments are designated as cash flow hedges and the changes in the fair value are recorded as part of “cumulative other comprehensive income.”
The fair value of expired commodity price contract was recorded in cost of goods sold when the hedged item was recorded also in cost of goods sold.
As of September 30, 2019, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 922 | Ps. | (65 | ) | Ps. | 4 | |||||
2020 | 1,018 | (21 | ) | 10 |
As of December 31, 2018, Coca-Cola FEMSA had the following sugar price contracts:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 1,223 | (88 | ) | — |
As of September 30, 2019, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 223 | Ps. | (23 | ) | Ps. | — | |||||
2020 | 255 | (10 | ) | — |
As of December 31, 2018, Coca-Cola FEMSA had the following aluminum price contracts:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 265 | (17 | ) | — |
F-19
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
As of September 30, 2019, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date | Notional Amount | Fair Value Liability September 30, 2019 | Fair Value Asset September 30, 2019 | |||||||||
2019 | Ps. | 333 | Ps. | (76 | ) | Ps. | — | |||||
2020 | 333 | (9 | ) | 5 |
As of December 31, 2018, Coca-Cola FEMSA had the following PX+MEG contracts:
Maturity Date | Notional Amount | Fair Value Liability December 31, 2018 | Fair Value Asset December 31, 2018 | |||||||||
2019 | Ps. | 1,303 | (131 | ) | — |
16.7 Option embedded in the Promissory Note to fund the Vonpar’s acquisition
As disclosed in Note 5, on December 6, 2016, as part of the purchase price paid for the Coca-Cola FEMSA’s acquisition of Vonpar, Spal issued and delivered a three-year promissory note to the sellers, for a total amount of 1,166 million Brazilian reais. On November 14, 2018 Coca-Cola FEMSA prepaid an amount for 393 million of Brazilian real (Ps. 2,079) and the amount left as December 31, 2018 and September 30, 2019 is 916 million of Brazilian reais (approximately Ps. 4,652 and Ps. 4,319, respectively). The promissory note bears interest at an annual rate of 0.375% and is denominated and payable in Brazilian reais. The promissory note is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar.
The holders of the promissory note have an option, that may be exercised prior to the scheduled maturity of the promissory note, to capitalize the Mexican peso amount equivalent to the amount payable under the promissory note into a recently incorporated Mexican company which would then be merged into the Coca-Cola FEMSA in exchange for Series L shares at a strike price of Ps. 178.5 per share. Such capitalization and issuance of new Series L shares is subject to Coca-Cola FEMSA having a sufficient number of Series L shares available for issuance.
Coca-Cola FEMSA uses Black & Scholes valuation technique to measure the call option at fair value. The call option had an estimated fair value of Ps. 343 million at inception of the option and Ps. 0.0 and Ps. 14 million as of September 30, 2019 and December 31, 2018, respectively.
Note 17.Non-Controlling Interest in Consolidated Subsidiaries
An analysis ofnon-controlling interest in its consolidated subsidiaries for the nine-month period ended as of September 30, 2019 and the year ended December 31, 2018 is as follows:
September 30, 2019 | December 31, 2018 | |||||||
Mexico | Ps. | 5,612 | Ps. | 5,700 | ||||
Colombia | 20 | 21 | ||||||
Brazil | 1,027 | 1,085 | ||||||
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Ps. | 6,659 | Ps. | 6,806 | |||||
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Note 18. Dividends
At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 14, 2019, the shareholders approved a dividend of Ps. 7,437 that was paid 50% on May 3, 2019 and other 50% to be paid on November 1, 2019. The corresponding payment to thenon-controlling interest was Ps. 3,925.
At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 9, 2018, the shareholders approved a dividend of Ps. 7,038 that was paid 50% on May 3, 2018 and other 50% was paid on November 1, 2018.
Note 19. Earnings per Share
Basic earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the period.
F-20
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Diluted earnings per share amounts are calculated by dividing consolidated net income for the year attributable to equity holders of the parent by the weighted average number of shares outstanding during the period plus the weighted average number of shares for the effects of dilutive potential shares.
On January 31, 2019, the Board Directors of Coca Cola FEMSA approved:
(i) | Aneight-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 Company’s 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 Company’s shareholders did not change, and (ii) the percentage of ordinary shares with full voting rights was adjusted proportionally due to the issuance of the Series B shares, as set forth in the table below.
The capital stock of the Company prior to and immediately after the stock split is as follows:
Outstanding shares prior to the Stock Split:
Series of shares | Shareholders | Outstanding shares | % of the capital stock | % of ordinary shares with full voting rights | ||||||||||
A | Wholly-owned subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. | 992,078,519 | 47.223 | % | 62.964 | % | ||||||||
D | Wholly-owned subsidiaries of The Coca-Cola Company | 583,545,678 | 27.777 | % | 37.036 | % | ||||||||
L | Public float | 525,208,065 | 25.0 | % | 0 | % | ||||||||
Total | 2,100,832,262 | 100 | % | 100 | % |
Outstanding shares after the Stock Split:
Series of shares | Shareholders | Outstanding shares | % of the capital stock | % of ordinary shares with full voting rights | ||||||||||
A | Wholly-owned subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. | 7,936,628,152 | 47.223 | % | 55.968 | % | ||||||||
D | Wholly-owned subsidiaries of The Coca-Cola Company | 4,668,365,424 | 27.777 | % | 32.921 | % | ||||||||
B | Public float | 1,575,624,195 | 9.375 | % | 11.11 | % | ||||||||
L | Public float | 2,626,040,325 | 15.625 | % | 0 | % | ||||||||
Total | 16,806,658,096 | 100 | % | 100 | % |
F-21
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The earnings per share for the nine-month periods ended September 30, 2019 and 2018 have been adjusted retrospectively for comparative purposes based on the number of shares resulting from the stock split.
Basic and diluted earnings per share amounts are as follows:
2019 | ||||||||||||||||
Per Series | Per Series | Per Series | Per Series | |||||||||||||
“A” Shares | “D” Shares | “B” Shares | “L” Shares | |||||||||||||
Consolidated net income | Ps. | 4,768 | Ps. | 2,804 | Ps. | 946 | Ps. | 1,577 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations | 4,768 | 2,804 | 946 | 1,577 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) | 7,937 | 4,668 | 1,576 | 2,626 | ||||||||||||
2018(1) | ||||||||||||||||
Per Series | Per Series | Per Series | Per Series | |||||||||||||
“A” Shares | “D” Shares | “B” Shares | “L” Shares | |||||||||||||
Consolidated net income | Ps. | 3,873 | Ps. | 2,278 | Ps. | 769 | Ps. | 1,281 | ||||||||
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|
|
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|
| |||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations | 3,719 | 2,188 | 739 | 1,231 | ||||||||||||
Consolidated net income attributable to equity holders of the parent- controlling operations discontinued | 153 | 90 | 30 | 51 | ||||||||||||
Weighted average number of shares for basic earnings per share (millions of shares) | 7,937 | 4,668 | 1,576 | 2,626 |
(1) | The allocated earnings amounts for 2018 have been revised for the effect of the stock split. |
Note 20. Income Taxes
20.1 Recoverable taxes
Recoverable taxes are mainly integrated by higher provisional payments of income tax during 2019 in comparison to prior year, which will be compensated in future years.
The operations in Guatemala, Panama, Nicaragua and Colombia are subject to a minimum tax, which is based primary on a percentage of assets and gross margin, except in the case of Panama and Nicaragua any payments are recoverable in future years, under certain conditions.
20.1.1 Exclusion of the State VAT (ICMS) on the Social Contribution on gross revenue (PIS / COFINS) calculate basis
On March 15, 2017 the Brazilian Federal Supreme Court (STF) ruled that the inclusion of the state VAT (ICMS) on the social contributions on gross revenue (PIS and COFINS) taxable basis is unconstitutional,subsequently the General Attorney of the National Treasury in Brazil filled a motion to clarify the effects of this decision, such motions were claimed by the Company through the filing of several legal actions covering different periods for which the PIS COFINS was paid on the aforementioned unconstitutional taxable basis. The net favorable effects of each case are to be recorded at the time all formalities and legal procedures are finalized and the asset become virtually certain.
During August 2019, the Company received favorable decisions on some legal actions and recoverable taxes were recorded with an impact in other income.
F-22
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
20.2 Tax Reform
Since 2016, the Brazilian federal production and sales tax rates have being modified. However, the Supreme Court decided in early 2017 that the value-added tax will not be used as the basis for calculating the federal sales tax, which resulted in a reduction of the federal sales tax. Notwithstanding the above, the tax authorities appealed the Supreme Court’s decision and are still waiting for a final resolution. Up to the third quarter of 2019, the federal production and sales taxes together resulted in an average of 16.4% (2018 – 16.5%) tax over net sales.
In addition, the excise tax on concentrate in Brazil was reduced from 20.0% to 4.0% from September 1, 2018 to December 31, 2018. Temporarily the excise tax rate on concentrate increased from 4.0% to 12.0% from January 1, 2019 to June 30, 2019, then it was reduced to 8.0% from July 1, 2019 to September 30, 2019, and increased to 10.0% from October 1, 2019 to December 31, 2019. On January 1, 2020 the excise tax rate will be reduced back to 4.0%.
On January 1, 2017, a general tax reform in Colombia reduced the income tax rate from 35.0% to 34.0% for 2017 and then to 33.0% for the following years. In addition, for entities located outside the free trade zone, this reform imposed an extra income tax rate of 6.0% for 2017 and 4.0% for 2018.
For taxpayers located in the free trade zone, the special income tax rate increased from 15.0% to 20.0% for 2017. Additionally, the reform eliminated the temporary tax on net equity, the supplementary income tax at a rate of 9.0% as contributions to social programs and the temporary contribution to social programs at a rate of 5.0%, 6.0%, 8.0% and 9.0% for the years 2015, 2016, 2017 and 2018, respectively.
On January 1, 2019, a new tax reform became effective in Colombia. This reform reduced the income tax rate from 33.0% to 32.0% for 2020, to 31.0% for 2021 and to 30.0% for 2022. The minimum assumed income tax (renta presuntiva sobre el patrimonio) was also reduced from 3.5% to 1.5% for 2019 and 2020, and to 0% for 2021. In addition, the thin capitalization ratio was adjusted from 3:1 to 2:1 for operations with related parties only. As of January 1, 2019, the value-added tax will be calculated at each sale instead of applied only to the first sale (being able to transfer the value-added tax throughout the entire supply chain). For the companies located in the free trade zone, the value-added tax will be calculated based on the cost of production instead of the cost of the imported raw materials (therefore, we will be able to credit the valueadded-tax on goods and services against the valueadded-tax on the sales price of our products). The municipality sales tax was be 50.0% credited against payable income tax for 2019 and 100.0% credited for 2020. Finally, the value-added tax paid on acquired fixed assets will be credited against income tax or the minimum assumed income tax.
The Tax Reform increases the dividend tax on distributions to foreign nonresident’s entities and individuals from 5% to 7.5%. In addition, the tax reform establishes a 7.5% dividend tax on distributions between Colombian companies. The tax will be charged only on the first distribution of dividends between Colombian entities, and may be credited against the dividend tax due once the ultimate Colombian company makes a distribution to its shareholders nonresident shareholders (individuals or entities) or to Colombian individual residents.
On January 1, 2018, a tax reform became effective in Argentina. This reform reduced the income tax rate from 35.0% to 30.0% for 2018 and 2019, and then to 25.0% for the following years. In addition, such reform imposed a new tax on dividends paid tonon-resident stockholders and resident individuals at a rate of 7.0% for 2018 and 2019, and then to 13.0% for the following years. For sales taxes in the province of Buenos Aires, the tax rate decreased from 1.75% to 1.5% in 2018; however, in the City of Buenos Aires, the tax rate increased from 1.0% to 2.0% in 2018, and was be reduced to 1.5% in 2019, and to 1.0% in 2020, 0.5% in 2021 and 0.0% in 2022.
On January 1, 2019, the Mexican government eliminated the right to offset any tax credit against any payable tax (general offset or compensación universal). As of such date, the right to offset any tax credit will be against taxes of the same nature and payable by the same person (not being able to offset tax credits against taxes payable by third parties).
On January 1, 2019 a tax reform became effective in Costa Rica. This reform will allow that the tax on sales not only be applied to the first sale, but to be applied and transferred at each sale; therefore, the tax credits on tax on sales will be recorded not only on goods related to production and on administrative services, but on a greater number of goods and services. Value-added tax on services provided within Costa Rica will be charged at a rate of 13.0% if provided by local suppliers, or withheld at the same rate if provided by foreigner suppliers. Although a territorial principle is still applicable in Costa Rica for operations abroad, a tax rate of 15.0% has been imposed on capital gains from the sale of assets located in Costa Rica. New income tax withholding rates were imposed on salaries and compensations of employees, at the rates of 25.0% and 20.0% (which will be applicable depending on the employee’s salary). Finally, the thin capitalization rules were adjusted to provide that the interest expenses (generated withnon-members of the financial system) that exceed 20.0% of the company’s EBITDA will not be deductible for tax purposes.
F-23
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
For the nine-month period ended September 30, 2019 and 2018, the major components of income tax expense are:
September 30, 2019 | September 30, 2018 | |||||||
Current tax expense | Ps. | 4,448 | Ps. | 3,536 | ||||
Deferred tax expense: | (495 | ) | 237 | |||||
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| |||||
Ps. | 3,953 | Ps. | 3,773 | |||||
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|
|
Note 21. Other Liabilities, Provisions and Contingencies
As of September 30, 2019 and December 31, 2018, other current financial liabilities are Ps. 4,385 and Ps. 566, respectively. The balance as of September 30, 2019 includes dividends to be paid in November 2019 for an amount of Ps. 3,722.
As of September 30, 2019 and December 31, 2018, Company’s provisions, othernon-current liabilities and othernon-current financial liabilities are Ps. 10,271 and Ps. 10,804, respectively.
In respect to contingencies, the Company has various loss contingencies and has recorded reserves as other liabilities for those legal proceedings for which it believes an unfavorable resolution is probable. Most of these contingencies are the result of the Company’s business acquisitions. The following table presents the nature and amount of the contingencies recorded as of September 30, 2019 and December 31, 2018:
September 30, 2019 | December 31,2018 | |||||||
Taxes | Ps. | 4,653 | Ps. | 5,038 | ||||
Labor | 2,332 | 2,340 | ||||||
Legal | 942 | 920 | ||||||
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|
|
| |||||
Total | Ps. | 7,927 | Ps. | 8,298 | ||||
|
|
|
|
While provision for all probable claims has already been made, the actual outcome of the disputes and the timing of the resolution cannot be estimated by the Company at this time.
The Company has entered into several proceedings with its labor unions, tax authorities and other parties that primarily involve Coca-Cola FEMSA and its subsidiaries. These proceedings have resulted in the ordinary course of business and are common to the industry in which the Company operates. The aggregate amount being claimed against the Company resulting from such proceedings as of September 30, 2019 is Ps. 54,182. Such contingencies were classified by legal counsel as less than probable but more than remote of being settled against the Company. However, the Company believes that the ultimate resolution of such several proceedings will not have a material effect on its consolidated financial position or result of operations.
The Company has tax contingencies, most of which are related to its Brazilian operations, amounting to approximately Ps. 50,729 with loss expectations assessed by management and supported by the analysis of legal counsel consider as possible. Among these possible contingencies, is Ps. 10,451 in various tax disputes related primarily to credits for ICMS (VAT) and Ps. 33,383 related to tax credits of IPI over raw materials acquired from Free Trade Zone Manaus. Possible claims also include Ps. 3,719 related to compensation of federal taxes not approved by the IRS (Tax authorities), and Ps. 3,174 related to the requirement by the Tax Authorities of State of São Paulo for ICMS (VAT), interest and penalty due to the alleged underpayment of tax arrears for the period 1994-1996. The Company is defending its position in these matters and final decision is pending in court.
In recent years in its Mexican and Brazilian territories, Coca-Cola FEMSA has been requested to present certain information regarding possible monopolistic practices. These requests are commonly generated in the ordinary course of business in the soft drink industry where this subsidiary operates. The Company does not expect any material liability to arise from these contingencies.
As is customary in Brazil, Coca-Cola FEMSA has been required by the tax authorities there to collateralize tax contingencies currently in litigation amounting to Ps. 8,985 and Ps. 7,739, as of September 30, 2019 and December 31, 2018, respectively, by pledging fixed assets and entering into available lines of credit covering the contingencies. Additionally in some cases, the Company is required to guarantee tax, legal and labor contingencies by guarantee deposits, these amounts are included in other other non current assets line.
Note 22. Information by Segment
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who periodically reviews financial information at the country level. Thus, each of the separate countries in which the Company operates is considered an operating segments, with the exception of the countries in Central America which represent a single operating segment.
F-24
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Company has aggregated operating segments into the following reporting segments for the purposes of its consolidated financial statements: (i) Mexico and Central America division (comprising the following countries: Mexico (including corporate operations), Guatemala, Nicaragua, Costa Rica and Panama, and (ii) the South America division (comprising the following countries: Brazil, Argentina, Colombia and Uruguay).
The Company is of the view that the quantitative and qualitative aspects of the aggregated operating segments are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key indicators considered included but were not limited to:(i) similarities of customer base, products, production processes and distribution processes, (ii) similarities of governments, (iii) inflation trends, since hyper-inflationary economy has different characteristics that carry out to making decision on how to deal with the cost of the production and distribution, (iv) currency trends and (v) historical and projected financial and operating statistics, historically and according to our estimates the financial trends of the countries aggregated into an operating segment have behaved in similar ways and are expected to continue to do so.
Inter-segment transfers or transactions are entered into and presented under accounting policies of each segment, which are the same to those applied by the Company. Intercompany operations are eliminated and presented within the consolidation adjustment column included in the tables below. Selected information of the condensed consolidated statements of operations by geographic operating segment for the nine-month period ended as of September 30, 2019 and 2018 is as follows:
2019 | Mexico and Central America(1) | South America(2) | Consolidated | |||||||||
Total revenues | Ps. | 81,996 | Ps. | 60,508 | Ps. | 142,504 | ||||||
Intercompany revenues | 4,194 | 12 | 4,206 | |||||||||
Gross profit | 39,335 | 25,139 | 64,474 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method | 9,535 | 4,975 | 14,510 | |||||||||
Depreciation and amortization | 4,436 | 3,056 | 7,492 | |||||||||
Non-cash items other than depreciation and amortization(3) | 845 | 348 | 1,193 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures | (156 | ) | 61 | (95 | ) | |||||||
Total assets | 150,026 | 112,674 | 262,700 | |||||||||
Investments in associate companies and joint ventures | 7,002 | 3,585 | 10,587 | |||||||||
Total liabilities | (99,208 | ) | (33,791 | ) | (132,999 | ) | ||||||
Capital expenditures, net(4) | 3,698 | 2,983 | 6,681 |
2018 | Mexico and Central America(1) | South America(2) | Consolidated | |||||||||
Total revenues | Ps. | 74,738 | Ps. | 55,839 | Ps. | 130,577 | ||||||
Intercompany revenues | 4,194 | (42 | ) | 4,152 | ||||||||
Gross profit | 35,930 | 24,220 | 60,150 | |||||||||
Income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method | 6,659 | 5,593 | 12,252 | |||||||||
Depreciation and amortization | 4,087 | 2,798 | 6,885 | |||||||||
Non-cash items other than depreciation and amortization(3) | 813 | 108 | 921 | |||||||||
Equity in earnings (loss) of associated companies and joint ventures | (206 | ) | 45 | (161 | ) | |||||||
Total assets | 147,748 | 116,039 | 263,787 | |||||||||
Investments in associate companies and joint ventures | 6,789 | 3,729 | 10,518 | |||||||||
Total liabilities | 96,525 | 35,512 | 132,037 | |||||||||
Capital expenditures, net(4) | 4,420 | 2,700 | 7,120 |
(1) | Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 68,750 and Ps. 63,430 during the nine-month period ended September 30, 2019 and 2018, respectively. Domestic (Mexico only) total assets were Ps. 134,802 and Ps. 130,865 as of September 30, 2019 and December 31, 2018, respectively. Domestic (Mexico only) total liabilities were Ps. 111,991 and Ps. 92,340 as of September 30, 2019 and December 31, 2018, respectively. |
F-25
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
(2) | South America includes Brazil, Argentina, Colombia and Uruguay. South America revenues include Brazilian revenues of Ps. 39,090 and Ps. 43,586 during the nine-month period ended September 30, 2019 and 2018, respectively. Brazilian total assets were Ps. 80,657 and Ps. 86,007 as of September 30, 2019 and December 31, 2018, respectively. Brazilian total liabilities Ps. 24,252 and Ps. 26,851 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Colombian revenues of Ps. 9,888 and Ps. 10,790 during the nine-month period ended September 30, 2019 and 2018, respectively. Colombian total assets were Ps. 18,536 and Ps. 17,626 as of September 30, 2019 and December 31, 2018, respectively. Colombian total liabilities were PS. 4,264 and Ps. 4,061 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Argentine revenues Ps. 5,172 and Ps. 4,619 during the nine-month period ended September 30, 2019 and 2018, respectively. Argentine total assets were Ps. 4,274 and Ps. 6,021 as of September 30, 2019 and December 31, 2018, respectively. Argentine total liabilities were Ps. 1,519 and Ps. 2,059 as of September 30, 2019 and December 31, 2018, respectively. South America revenues also include Uruguay revenues Ps. 2,415 during the nine-month period ended September 30, 2019. Uruguay total assets were Ps. 5,935 and Ps. 6,385 as of September 30, 2019 and December 31, 2018, respectively. Uruguay total liabilities were Ps. 2,387 and Ps. 2,541 as of September 30, 2019 and December 31, 2018, respectively. |
(3) | Includes foreign exchange loss, net; gain on monetary position, net; and market value (gain) loss on financial instruments. |
(4) | Includes acquisitions and disposals of property, plant and equipment, intangible assets and otherlong-lived assets. |
Note 23. Revenue Recognition
The Company recognizes revenue when it has transferred to the client control over the good sold or the service rendered. Control refers to the ability of the client to direct and obtain substantially all the transferred product benefits. Also, it implies that the customer has the ability to prevent a third-party from directing the use and obtaining substantially all the benefits of the transferred product. Coca-Cola FEMSA’s 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 client’s 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 customer’s contract may include fixed amount, variable amounts or both of them. |
• | Allocate the transaction price to each performance obligation (to each good or services different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of transferring the goods or services engaged with the client. |
• | Recognize revenue when (or while) it satisfied the performance obligation through the transfer of the goods or services engaged. |
All of the conditions mentioned above are accomplished normally when the goods are delivered and services are provided to the customer and this moment is considered a point in time. The net sales reflect the units delivered at list price, net of promotions and discounts.
The Company generates revenues for the following principal activities:
Sale of goods.
It includes the sales of goods by all the subsidiaries of the Company, mainly the sale of beverages of the leading brand of Coca-Cola inwhich the revenue is recognized in the point of time those products were sold to the customers
Rendering of services.
It includes the revenues of distribution services that the Company recognizes as revenues as the related performance obligation is satisfied. The Company recognizes revenues for rendering of services during the time period in which the performance obligation is satisfied according with the following conditions:
• | The customer receives and consume simultaneously the benefits, as the Company satisfies the performance obligation; |
F-26
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
• | The customer controls related assets, even if the Company improve them; |
• | The revenues can be measured reliably; and |
• | The Company has the right to payment for the performance completed to date |
Sources of revenue | For the nine- month period ended September 30, 2019 | For the nine- month period ended September 31, 2018 | ||||||
Revenue sale of products | Ps. | 140,571 | Ps. | 130,252 | ||||
Services rendered | 314 | 276 | ||||||
Other operating revenues | 1,619 | (1) | 49 | |||||
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Revenue from contracts with customers | Ps. | 142,504 | Ps. | 130,577 | ||||
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(1) | Related tax effect in Brazil – See Note 15. |
Variable allowances granted to customers
The Company adjusts the transaction price based on the estimations of the promotions, discounts or any other variable allowances that may be grantable to the customers and are recognized at the moment of sale, this is net of sale. These estimations are based on the commercial agreements celebrated with the customers and in the historical performance predicted for the customer using the expected value method, due to a significant portion of sales are made in cash and the credits sales are based on short term contracts financial components on credit sales are not significant.
Contracts costs
The incremental costs for obtaining a customer contracts are recognized as an asset if the Company expects to recover the costs associated to them. The incremental costs are those in which you incur to obtain a contract and that wouldn’t be generated if the contract hadn’t been obtained. The Company recognizes these costs as an expense in the profit and loss statement when the associated income is realized in a period equal or less than one year. The recognized assets, as previously indicated, is amortized in a systematic way as goods and services are transferred to the client in such way that the asset will be recognized in the profit and loss statement through its amortization in the same period that revenue is accountably recognized.
Note 24. Supplemental Guarantor Information
Interim Condensed Consolidating Financial Information
The following consolidating information presents condensed consolidating statements of financial position as of September 30, 2019 and December 31, 2018 and condensed consolidating statements of income, other comprehensive income and cash flows for each of the nine month periods ended September 30, 2019 and 2018 of the Company and Propimex, S. de R.L. de C.V., Comercializadora la Pureza de Bebidas, S. de R.L. de C.V., Controladora Interamericana de Bebidas, S. de R.L. de C.V., Grupo Embotellador CIMSA, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Distribuidora y Manufacturera del Valle de Mexico, S. de R.L. de C.V (as successor guarantor of Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V.) and Yoli de Acapulco, S. de R. L. de C.V. (the Guarantors).
These statements are prepared in accordance with IFRS, as issued by the IASB, with the exception that the subsidiaries are accounted for as investments under the equity method rather than being consolidated. The guarantees of the Guarantors are full and unconditional.
The accounting policies applied in the preparation of the condensed financial statements is the same as those used in the preparation of the consolidated financial statements (see Note 3).
F-27
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
The Company’s consolidating condensed financial information for the (i) Company; (ii) its 100% owned guarantors subsidiaries (on standalone basis), which are wholly and unconditional guarantors under both prior years debt and current year debt referred to as “Senior Notes” in Note 14; (iii) the combinednon-guarantor subsidiaries; iv) eliminations and v) the Company’s consolidated financial statements are as follows:
Parent | Combined Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Consolidated Statement of Financial Position As of September 30, 2019 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | Ps. | 11,058 | Ps. | 7,991 | Ps. | 11,181 | Ps. | — | Ps. | 30,230 | ||||||||||
Accounts receivable, net | 20,120 | 26,830 | 56,995 | (92,985 | ) | 10,960 | ||||||||||||||
Inventories | — | 1,728 | 7,929 | — | 9,657 | |||||||||||||||
Recoverable taxes | 232 | 1,290 | 6,300 | — | 7,822 | |||||||||||||||
Other current assets | 290 | 211 | 2,838 | — | 3,339 | |||||||||||||||
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Total current assets | 31,700 | 38,050 | 85,243 | (92,985 | ) | 62,008 | ||||||||||||||
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Non-current assets: | ||||||||||||||||||||
Investments in other entities | 155,036 | 146,495 | 3,604 | (294,548 | ) | 10,587 | ||||||||||||||
Property, plant and equipment, net | — | 18,304 | 41,101 | — | 59,405 | |||||||||||||||
Rights of use assets | — | 635 | 723 | — | 1,358 | |||||||||||||||
Intangible assets, net | 28,863 | 36,620 | 46,981 | — | 112,464 | |||||||||||||||
Deferred tax assets | 3,923 | 1,838 | 3,808 | — | 9,569 | |||||||||||||||
Othernon-current assets | 22,769 | 6,214 | 20,726 | (42,400 | ) | 7,309 | ||||||||||||||
Totalnon-current assets | 210,591 | 210,106 | 116,943 | (336,948 | ) | 200,692 | ||||||||||||||
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Total assets | Ps. | 242,291 | Ps. | 248,156 | Ps. | 202,186 | Ps. | (429,933) | Ps. | 262,700 | ||||||||||
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Liabilities: | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Short-term bank loans and notes payable and current portion ofnon-current debt | Ps. | 9,814 | Ps. | — | Ps. | 6,885 | Ps. | — | Ps. | 16,699 | ||||||||||
Current portionof lease liabilities | — | 143 | 328 | — | 471 | |||||||||||||||
Interest Payable | 972 | — | 21 | — | 993 | |||||||||||||||
Suppliers | 7 | 10,566 | 7,254 | (115 | ) | 17,712 | ||||||||||||||
Other current liabilities | 35,669 | 39,874 | 37,740 | (92,871 | ) | 20,412 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total current liabilities | 46,462 | 50,583 | 52,228 | (92,986 | ) | 56,287 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Non-current liabilities: | ||||||||||||||||||||
Long-term debt | 58,708 | — | 1,113 | — | 59,821 | |||||||||||||||
Long- lease liabilities | — | 493 | 420 | — | 913 | |||||||||||||||
Othernon-current liabilities | 14,081 | 36,703 | 7,594 | (42,400 | ) | 15,978 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Totalnon-current liabilities | 72,789 | 37,196 | 9,127 | (42,400 | ) | 76,712 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total liabilities | 119,251 | 87,779 | 61,355 | (135,386 | ) | 132,999 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Equity: | ||||||||||||||||||||
Equity attributable to equity holders of the parent | 123,040 | 160,377 | 134,172 | (294,547 | ) | 123,042 | ||||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | 6,659 | 0 | 6,659 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total equity | 123,040 | 160,377 | 140,831 | (294,547 | ) | 129,701 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total liabilities and equity | Ps. | 242,291 | Ps. | 248,156 | Ps. | 202,186 | Ps. | (429,933) | Ps. | 262,700 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-28
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent | Combined Wholly- Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Consolidated Statement of Financial Position As of December 31, 2018 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | Ps. | 16,529 | Ps. | 1,025 | Ps. | 6,173 | Ps. | — | Ps. | 23,727 | ||||||||||
Accounts receivable, net | 19,388 | 31,461 | 51,028 | (87,030 | ) | 14,847 | ||||||||||||||
Inventories | — | 2,717 | 7,334 | — | 10,051 | |||||||||||||||
Recoverable taxes | 80 | 1,870 | 4,088 | — | 6,038 | |||||||||||||||
Other current assets | — | 170 | 2,657 | — | 2,827 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total current assets | 35,997 | 37,243 | 71,280 | (87,030 | ) | 57,490 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Non-current assets: | ||||||||||||||||||||
Investments in other entities | 160,014 | 131,357 | 3,766 | (284,619 | ) | 10,518 | ||||||||||||||
Property, plant and equipment, net | — | 18,378 | 43,564 | — | 61,942 | |||||||||||||||
Intangible assets, net | 27,824 | 36,361 | 52,619 | — | 116,804 | |||||||||||||||
Deferred tax assets | 3,043 | 1,807 | 3,588 | — | 8,438 | |||||||||||||||
Othernon-current assets | 19,060 | 6,282 | 25,149 | (41,896 | ) | 8,595 | ||||||||||||||
Totalnon-current assets | 209,941 | 194,185 | 128,686 | (326,515 | ) | 206,297 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total assets | Ps. | 245,938 | Ps. | 231,428 | Ps. | 199,966 | Ps. | (413,545) | Ps. | 263,787 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Liabilities: | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Short-term bank loans and notes payable and current portion ofnon-current debt | Ps. | 4,700 | Ps. | — | Ps. | 6,904 | Ps. | — | Ps. | 11,604 | ||||||||||
Interest Payable | 477 | — | 20 | — | 497 | |||||||||||||||
Suppliers | 11 | 2,531 | 17,257 | (53 | ) | 19,746 | ||||||||||||||
Other current liabilities | 32,909 | 82,359 | (14,614 | ) | (86,977 | ) | 13,677 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total current liabilities | 38,097 | 84,890 | 9,567 | (87,030 | ) | 45,524 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Non-current liabilities: | ||||||||||||||||||||
Bank loans and notes payable | 68,607 | — | 1,594 | — | 70,201 | |||||||||||||||
Othernon-current liabilities | 14,292 | 670 | 43,246 | (41,896 | ) | 16,312 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Totalnon-current liabilities | 82,899 | 670 | 44,840 | (41,896 | ) | 86,513 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total liabilities | 120,996 | 85,560 | 54,407 | (128,926 | ) | 132,037 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Equity: | ||||||||||||||||||||
Equity attributable to equity holders of the parent | 124,942 | 145,868 | 138,753 | (284,619 | ) | 124,944 | ||||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | 6,806 | — | 6,806 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total equity | 124,942 | 145,868 | 145,559 | (284,619 | ) | 131,750 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total liabilities and equity | Ps. | 245,938 | Ps. | 231,428 | Ps. | 199,966 | Ps. | (413,545) | Ps. | 263,787 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-29
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent | Combined Wholly-owned Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed consolidating income statements: For the nine-months periods ended September 30, 2019 | ||||||||||||||||||||
Total revenues | Ps. | 1 | Ps. | 73,131 | Ps. | 113,751 | Ps. | (44,379 | ) | Ps. | 142,504 | |||||||||
Cost of goods sold | 18 | 41,731 | 74,017 | (37,736 | ) | 78,030 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross profit | (17 | ) | 31,400 | 39,734 | (6,643 | ) | 64,474 | |||||||||||||
Administrative expenses | 612 | 2,600 | 5,730 | (2,457 | ) | 6,485 | ||||||||||||||
Selling expenses | — | 17,553 | 24,577 | (4,186 | ) | 37,944 | ||||||||||||||
Other expenses (income), net | 1 | 351 | 617 | — | 969 | |||||||||||||||
Interest expense, net | 3,476 | 2,858 | (2,006 | ) | — | 4,328 | ||||||||||||||
Foreign exchange loss (gain), net | (553 | ) | 34 | 685 | — | 166 | ||||||||||||||
Other financing expense (income), net | — | — | 72 | — | 72 | |||||||||||||||
Income taxes | (653 | ) | 2,089 | 2,517 | — | 3,953 | ||||||||||||||
Share of the profit (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, net of taxes | 12,995 | 9,899 | 63 | (23,052 | ) | (95 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated Net income | Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052 | ) | Ps. | 10,462 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Attributable to: | ||||||||||||||||||||
Net income attributable to holders of the parent | 10,095 | 15,814 | 7,238 | (23,052 | ) | 10,095 | ||||||||||||||
Net income attributable tonon-controlling interest | — | — | 367 | — | 367 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated Net income | Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052 | ) | Ps. | 10,462 | |||||||||
|
|
|
|
|
|
|
|
|
|
Parent | Combined Wholly- Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed consolidating income statements: For the nine-months periods ended September 30, 2018 | ||||||||||||||||||||
Total revenues | Ps. | 1 | Ps. | 77,484 | Ps. | 106,155 | Ps. | (53,063 | ) | Ps. | 130,577 | |||||||||
Cost of goods sold | 18 | 49,272 | 66,375 | (45,238 | ) | 70,427 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross profit | (17 | ) | 28,212 | 39,780 | (7,825 | ) | 60,150 | |||||||||||||
Administrative expenses | 109 | 4,105 | 5,391 | (3,663 | ) | 5,942 | ||||||||||||||
Selling expenses | — | 16,605 | 23,841 | (4,163 | ) | 36,283 | ||||||||||||||
Other expenses (income), net | 1 | 24 | 812 | — | 837 | |||||||||||||||
Interest expense, net | 3,157 | 2,629 | (1,028 | ) | 1 | 4,759 | ||||||||||||||
Foreign exchange loss (gain), net | (461 | ) | 148 | 261 | — | (52 | ) | |||||||||||||
Other financing expense (income), net | — | — | 129 | — | 129 | |||||||||||||||
Income taxes | (446 | ) | 1,085 | 3,134 | — | 3,773 | ||||||||||||||
Share of the profit (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, net of taxes | 10,578 | 7,258 | 48 | (18,045 | ) | (161 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income from continuing operations | Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,288 | Ps. | (18,045) | Ps. | 8,318 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income after tax from discontinued operations | Ps. | — | Ps. | — | Ps. 576 | Ps. | — | Ps. | 576 | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated Net income | Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045) | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the parent- continuing | 8,201 | 10,874 | 6,847 | (18,045 | ) | 7,877 | ||||||||||||||
Equity holders of the parent- discontinued. | — | — | 324 | — | 324 | |||||||||||||||
Net income attributable to holders of the parent | ||||||||||||||||||||
Non-controlling interest- continuing | — | — | 441 | — | 441 | |||||||||||||||
Non-controlling interest discountinued | — | — | 252 | — | 252 | |||||||||||||||
Net income attributable tonon-controlling interest | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated Net income | Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045) | Ps. | 8,894 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-30
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent | Wholly-owned Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed consolidating statements of comprehensive income For the nine-months periods ended September 30, 2019 | ||||||||||||||||||||
Consolidated net income | Ps. | 10,095 | Ps. | 15,814 | Ps. | 7,605 | Ps. | (23,052) | Ps. | 10,462 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Other comprehensive income, net of taxes: | ||||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: | ||||||||||||||||||||
Valuation of the effective portion of derivative financial instruments, net of taxes | (472 | ) | 390 | (782 | ) | 390 | (474 | ) | ||||||||||||
Exchange differences on translation of foreign operations | (4,039 | ) | (9,861 | ) | (4,552 | ) | 13,900 | (4,552 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | (4,511 | ) | (9,471 | ) | (5,334 | ) | 14,290 | (5,026 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Items not to be reclassified to profit or loss in subsequent periods: | ||||||||||||||||||||
Other equity instruments | — | — | — | — | — | |||||||||||||||
Remeasurements of the net defined benefit liability, net of taxes | (48 | ) | 61 | (471 | ) | 410 | (48 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net other comprehensive income not being reclassified to profit or loss in subsequent periods: | (48 | ) | 61 | (471 | ) | 410 | (48 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total comprehensive (loss) income, net of tax | (4,559 | ) | (9,410 | ) | (5,805 | ) | 14,700 | (5,074 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated comprehensive income for the year, net of tax | Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,800 | Ps. | (8,352) | Ps. | 5,388 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the parent | Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,947 | Ps. | (8,352) | Ps. | 5,535 | ||||||||||
Non-controlling interest- | — | — | (147 | ) | — | (147 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated comprehensive income for the year, net of tax | Ps. | 5,536 | Ps. | 6,404 | Ps. | 1,800 | Ps. | (8,352) | Ps. | 5,388 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Parent | Combined Wholly- owned Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed consolidating statements of comprehensive income For the nine-months periods ended September 30, 2018 | ||||||||||||||||||||
Consolidated net income (loss) | Ps. | 8,201 | Ps. | 10,874 | Ps. | 7,864 | Ps. | (18,045 | ) | Ps. | 8,894 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Other comprehensive income, net of taxes: | ||||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: | ||||||||||||||||||||
Valuation of the effective portion of derivative financial instruments, net of taxes | (410 | ) | (517 | ) | 1,028 | (517 | ) | (416 | ) | |||||||||||
Exchange differences on translation of foreign operations | (8,192 | ) | (401 | ) | (13,798 | ) | 8,593 | (13,798 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net other comprehensive income to be reclassified to profit or loss in subsequent periods: | (8,602 | ) | (918 | ) | (12,770 | ) | 8,076 | (14,214 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Items not to be reclassified to profit or loss in subsequent periods: | ||||||||||||||||||||
Other equity instruments | — | — | — | — | — | |||||||||||||||
Remeasurements of the net defined benefit liability, net of taxes | 135 | (76 | ) | (88 | ) | 197 | 168 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net other comprehensive income not being reclassified to profit or loss in subsequent periods: | 135 | (76 | ) | (88 | ) | 197 | 168 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total comprehensive (loss) income, net of tax | (8,467 | ) | Ps. | (994 | ) | Ps. | (12,858 | ) | Ps. | 8,273 | Ps. | (14,046 | ) | |||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated comprehensive income for the year, net of tax | Ps. | (266 | ) | Ps. | 9,880 | Ps. | (4,994 | ) | Ps. | (9,772 | ) | Ps. | (5,152 | ) | ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the parent- continuing | Ps. | (266 | ) | Ps. | 9,880 | Ps. | (1,344 | ) | Ps. | (9,772 | ) | Ps. | (1,502 | ) | ||||||
Equity holders of the parent- discontinued | — | — | (1,450 | ) | — | (1,450 | ) | |||||||||||||
Non-controlling interest-continuing | — | — | (1,211 | ) | — | (1,211 | ) | |||||||||||||
Non-controlling interest- discontinued | — | — | (989 | ) | — | (989 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Consolidated comprehensive income for the year, net of tax | Ps. | (266 | ) | Ps. | 9,880 | Ps. | (4,994 | ) | Ps. | (9,772 | ) | Ps. | (5,152 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
F-31
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent | Combined Wholly-owned Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed Consolidated Statements of Cash Flows For the year ended September 30,2019 | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Income before income taxes. | Ps. | 9,442 | Ps. | 17,903 | Ps. | 10,122 | Ps. | (23,052 | ) | Ps. | 14,415 | |||||||||
Non-cash items | (12,021 | ) | (9,581 | ) | 8,986 | 23,052 | 10,436 | |||||||||||||
Changes in working capital | (224 | ) | 2,447 | (1,559 | ) | (132 | ) | 532 | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net cash flows (used in)/from operating activities | (2,803 | ) | 10,769 | 17,549 | (132 | ) | 25,383 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Investing activities: | ||||||||||||||||||||
Acquisition and mergers, net of cash acquired | — | — | — | — | — | |||||||||||||||
Interest received | 2,204 | 1,833 | 4,151 | (7,280 | ) | 908 | ||||||||||||||
Acquisition of long-lived assets, net | — | (2,442 | ) | (3,946 | ) | — | (6,388 | ) | ||||||||||||
Acquisition of intangible assets and other investing activities | (4,148 | ) | 53 | 3,892 | — | (203 | ) | |||||||||||||
Investments in shares | (52 | ) | (222 | ) | 3,815 | (3,861 | ) | (320 | ) | |||||||||||
Dividends received | 11,942 | 868 | 1 | (12,810 | ) | 1 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net cash flows used in investing activities | 9,946 | 90 | 7,913 | (23,951 | ) | (6,002 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from borrowings | 9,400 | — | 1,471 | — | 10,871 | |||||||||||||||
Repayment of borrowings | (14,082 | ) | — | (1,605 | ) | — | (15,687 | ) | ||||||||||||
Interest paid | (2,507 | ) | (25 | ) | (7,735 | ) | 7,280 | (2,987 | ) | |||||||||||
Interest paid on leases | — | (99 | ) | — | — | (99 | ) | |||||||||||||
Payments of leases | — | (211 | ) | — | (132 | ) | (343 | ) | ||||||||||||
Dividends paid | (3,718 | ) | (9,151 | ) | (3,663 | ) | 12,810 | (3,722 | ) | |||||||||||
Proceeds from issuing shares | — | — | — | — | — | |||||||||||||||
Other financing activities | (1,619 | ) | 5,605 | (8,642 | ) | 4,125 | (531 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net cash flows (used in)/from financing activities | (12,526 | ) | (3,881 | ) | (20,174 | ) | 24,083 | (12,498 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net increase (decrease) in cash and cash equivalents | (5,383 | ) | 6,978 | 5,288 | — | 6,883 | ||||||||||||||
Initial balance of cash and cash equivalents | 16,529 | 1,026 | 6,172 | — | 23,727 | |||||||||||||||
Effects of exchange rate changes and inflation effects on the balance sheet of cash held in foreign currencies | (88 | ) | (13 | ) | (279 | ) | — | (380 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Ending balance of cash and cash equivalents | Ps. | 11,058 | Ps. | 7,991 | Ps. | 11,181 | Ps. | — | Ps. | 30,230 | ||||||||||
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F-32
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Parent | Combined Wholly- owned Guarantors Subsidiaries | Combined non-guarantor Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
Condensed Consolidated Statements of Cash Flows nine-month period ended September 30,2018 | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Income before income taxes for continuing op. | Ps. | 7,755 | Ps. | 11,959 | Ps. | 10,422 | Ps. | (18,045 | ) | Ps. 12,091 | ||||||||||
Non-cash items | (9,488 | ) | (6,568 | ) | 10,780 | 18,045 | 12,769 | |||||||||||||
Changes in working capital | (46 | ) | (10,476 | ) | 4,286 | — | (6,236 | ) | ||||||||||||
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Net cash flows (used in)/from operating activities for continuing operations | (1,779 | ) | (5,085 | ) | 25,488 | — | 18,624 | |||||||||||||
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Income before taxes for discontinued operations | — | — | 1,042 | — | 1,042 | |||||||||||||||
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Operationactivities for discontinued operations | — | — | (112 | ) | — | (112 | ) | |||||||||||||
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Investing activities: | ||||||||||||||||||||
Acquisition and mergers, net of cash acquired | — | — | (5,692 | ) | — | (5,692 | ) | |||||||||||||
Interest received | 2,199 | 1,552 | 3,552 | (6,600 | ) | 703 | ||||||||||||||
Acquisition of long-lived assets, net | — | (2,301 | ) | (3,565 | ) | — | (5,866 | ) | ||||||||||||
Acquisition of intangible assets and other investing activities | 5,554 | (48 | ) | (6,704 | ) | — | (1,198 | ) | ||||||||||||
Investments in shares | (9,474 | ) | (1,832 | ) | (4,260 | ) | 15,363 | (203 | ) | |||||||||||
Dividends received | 4,816 | 512 | — | (5,327 | ) | 1 | ||||||||||||||
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Net cash flows (used in)/from investing activities for continuing operations | 3,095 | (2,117 | ) | (16,669 | ) | 3,436 | (12,255 | ) | ||||||||||||
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Net cash flows (used in)/from investing activities for discontinued operations | — | — | (397 | ) | — | (397 | ) | |||||||||||||
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Financing activities: | ||||||||||||||||||||
Proceeds from borrowings | 10,200 | — | 2,766 | — | 12,966 | |||||||||||||||
Repayment of borrowings | (54 | ) | — | (4,257 | ) | — | (4,311 | ) | ||||||||||||
Interest paid | (2,473 | ) | (25 | ) | (7,113 | ) | 6,599 | (3,012 | ) | |||||||||||
Interest paid on leases | — | — | — | — | — | |||||||||||||||
Payments of leases | — | — | — | — | — | |||||||||||||||
Dividends paid | (3,529 | ) | (4,434 | ) | (894 | ) | 5,328 | (3,529 | ) | |||||||||||
Increase in capital stock | — | 1,830 | — | (1,830 | ) | — | ||||||||||||||
Other financing activities | (755 | ) | 9,786 | 4,636 | (15,362 | ) | (1,695 | ) | ||||||||||||
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Net cash flows (used in)/from financing activities in continuing operations | 3,389 | 7,157 | (4,862 | ) | (5,265 | ) | 419 | |||||||||||||
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Net cash flows (used in)/from financing activities | — | — | (138 | ) | — | (138 | ) | |||||||||||||
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Net (decrease) increase in cash and cash equivalents | 4,705 | (45 | ) | 3,957 | (1,829 | ) | 6,788 | |||||||||||||
Net (decrease) increase in cash and cash equivalents for discontinued operations | — | — | 395 | — | 395 | |||||||||||||||
Initial balance of cash and cash equivalents | 7,017 | 926 | 10,824 | — | 18,767 | |||||||||||||||
Effects of exchange rate changes and inflation effects on the balance sheet of cash held in foreign currencies | 15 | 44 | (1,617 | ) | — | (1,558 | ) | |||||||||||||
Cash and cash equivalents at the end of the period discontinued operations | — | — | (5,917 | ) | — | (5,917 | ) | |||||||||||||
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Ending balance of cash and cash equivalents | Ps. | 11,737 | Ps. | 925 | Ps. | 7,642 | Ps. | (1,829) | Ps. | 18,475 | ||||||||||
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F-33
COCA COLA FEMSA, S.A.B. DE C.V. AND SUBSIDIARIES
As of September 30, 2019 and December 31, 2018 and for the nine-month periods ended September 30, 2019 and 2018.
Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.).
Note 25. Explanation of the seasonality or cyclical nature of intermediate operations
The Company’s operation results are subject to seasonality. In general, business units net sales increases during summer and winter seasons during holidays. In Mexico, Central America and Colombia, the Company reaches highest’s net sales levels during summer from April to August, as well as in December due to holidays. In Brazil, Uruguay and Argentina, highest’s net sales levels occur during summer from October to March and in December. Our operational results reflects seasonality, but includes also, among others, economic conditions and weather. Due to above mentioned, the Company’ quarterly operation results can be neither consider as an isolate indicator of the full year results nor historical operation results as an isolate indicator of the forecast results. For the nine-month period ended September 30, 2019 and 2018, there are not significant impacts on the Company’s operations results due to seasonality.
Note 26. Subsequent Events
Tax Reform
On October 30, 2019, Mexico’s Congress approved 2020 Tax Reform, which will become effective on January 1st, 2020, unless an article expressly states a different effective date.
The most relevant changes are: 1) Taxpayers will be limited to a net interest deduction equal to 30% (this percentage might not be definitive as there is a legislative initiative that might increase it) of the entity’s 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. Thenon-deductible interests that exceed the limitation could be carried forward for the subsequent 10 tax years. 2) 3) The reform modifies the excise tax (IEPS) of 1.17 pesos per liter on the production, sale and import of beverages with added sugar and HFCS (High-fructose corn syrup) for flavored beverages, through an increase based on an inflationary adjustment for the period of December 31st, 2017 until December 31st, 2019. Since January 1st, 2021, this tax will be subject to an annual increase based on the inflation of the previous year. 4) The excise tax of 25% on energized beverages will be applicable whenever the beverages include a mixture of caffeine with any other stimulating effects substances, 5) Federal Fiscal Code (FFC) was modified to attribute joint liability to partners, shareholders, directors, managers or any other responsible of the management of the business. 6) Starting on January 1st, 2021, there will be a new obligation to disclose tax structures and tax planning schemes (“reportable schemes”) to tax authorities. 6) The FFC will also include a provision that grants powers to the tax authority to recharacterize legal acts when, under the tax authorities’ perspective, there is a lack of business reason and there is a no economic benefit obtained, other than the tax benefit. Company is currently analyzing this effect.
Cash dividend payment
On November 1, 2019, the Company’s paid second part of cash dividend approved on March 14, 2019, for an amount of Ps. 3,722.
Favorable Resolution of Arbitration in Brazil
On October 31, 2019, the arbitration tribunal in charge of the arbitration proceeding between us and Cervejarias Kaiser Brasil, S.A., a subsidiary of Heineken, N.V. (“Kaiser”), issued an award confirming that the distribution agreement pursuant to which we distribute Kaiser’s portfolio in the country, including Heineken beer, shall continue in full force and effect until and including March 19, 2022.
F-34