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Name | Symbol | Market | Type |
---|---|---|---|
Grupo TMM SA (QB) | USOTC:GTMAY | OTCMarkets | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.50 | 0.90 | 1.87 | 0.00 | 18:24:02 |
☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☑ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Large accelerated filer
£
|
Accelerated filer
£
|
Non-accelerated filer
R
|
|
|
|
|
Emerging growth company
£
|
|
2
|
||
ITEM 1.
|
2
|
|
ITEM 2.
|
2
|
|
ITEM 3.
|
2
|
|
ITEM 4.
|
22
|
|
ITEM 4A.
|
43
|
|
ITEM 5.
|
44
|
|
ITEM 6.
|
68
|
|
ITEM 7.
|
74
|
|
ITEM 8.
|
75
|
|
ITEM 9.
|
77
|
|
ITEM 10.
|
80
|
|
ITEM 11.
|
92
|
|
ITEM 12.
|
94
|
|
95
|
||
ITEM 13.
|
95
|
|
ITEM 14.
|
95
|
|
ITEM 15.
|
96
|
|
ITEM 16A.
|
97
|
|
ITEM 16B.
|
97
|
|
ITEM 16C.
|
97
|
|
ITEM 16D.
|
97
|
|
ITEM 16E.
|
97
|
|
ITEM 16F.
|
97
|
|
ITEM 16G.
|
98
|
|
98
|
||
ITEM 17.
|
98
|
|
ITEM 18.
|
98
|
|
ITEM 19.
|
99
|
|
EX-6.1:
|
||
EX-7.1:
|
||
EX-8.1:
|
||
EX-12.1:
|
||
EX-12.2:
|
||
EX-13.1:
|
||
EX-13.2:
|
§ |
our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries to generate sufficient distributable cash flow and to distribute such cash flow in accordance with our
existing agreements with our lenders and strategic partners and applicable law;
|
§ |
Mexican, U.S. and global economic, political and social conditions;
|
§ |
conditions affecting the international shipping and transportation markets or the oil and gas industry;
|
§ |
our ability to reduce corporate overhead costs;
|
§ |
the availability of capital to fund our expansion plans;
|
§ |
our ability to utilize a portion of our current and future tax loss carryforwards (“Net Operating Losses” or “NOLs”);
|
§ |
changes in fuel prices;
|
§ |
changes in legal or regulatory requirements in Mexico or the United States;
|
§ |
market and interest rate fluctuations;
|
§ |
competition in geographic and business areas in which we conduct our operations;
|
§ |
the adverse resolution of litigation and other contingencies;
|
§ |
the ability of management to manage growth and successfully compete in new businesses;
|
§ |
the ability of the Company to diversify its customer base; and
|
§ |
the ability of the Company to repay, restructure or refinance its indebtedness.
|
Year Ended December 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
CONSOLIDATED INCOME STATEMENT DATA
(a)(b)
:
|
||||||||||||||||||||
Transportation revenues
|
$
|
2,464.9
|
$
|
2,647.5
|
$
|
3,261.9
|
$
|
2,937.3
|
$
|
2,968.8
|
||||||||||
(Loss) Income on Transportation
(c)
|
(177.9
|
)
|
37.9
|
274.2
|
70.6
|
315.0
|
||||||||||||||
Other Income — Net
(d)
|
3,217.7
|
52.8
|
187.0
|
367.0
|
64.0
|
|||||||||||||||
Operating Income
(e)
|
3,039.8
|
90.7
|
461.2
|
437.6
|
379.0
|
|||||||||||||||
Interest Income
|
24.8
|
24.7
|
21.4
|
23.7
|
37.9
|
|||||||||||||||
Interest Expense
|
1,210.5
|
869.3
|
800.2
|
855.5
|
943.1
|
|||||||||||||||
Exchange (Loss) Gain
|
(7.8
|
)
|
(21.3
|
)
|
15.7
|
(66.1
|
)
|
4.4
|
||||||||||||
Income (Loss) before Taxes
|
1,846.3
|
(775.2
|
)
|
(301.9
|
)
|
(460.3
|
)
|
(521.8
|
)
|
|||||||||||
(Provision) Benefit for Income Taxes
|
(516.7
|
)
|
268.6
|
(698.5
|
)
|
(4.7
|
)
|
(4.7
|
)
|
|||||||||||
Income (Loss) from continuing operations
|
1,329.6
|
(506.6
|
)
|
(1,000.4
|
)
|
(465.0
|
)
|
(526.5
|
)
|
|||||||||||
Loss from discontinued operations
|
-
|
-
|
(18.5
|
)
|
(49.5
|
)
|
(24.9
|
)
|
||||||||||||
Net Income (Loss)
|
1,329.6
|
(506.6
|
)
|
(1,018.9
|
)
|
(514.5
|
)
|
(551.4
|
)
|
|||||||||||
Attributable to Non-controlling interest
|
2.0
|
1.4
|
(2.3
|
)
|
2.4
|
5.0
|
||||||||||||||
Attributable to stockholders of Grupo TMM, S.A.B.
|
1,327.6
|
(508.0
|
)
|
(1,016.6
|
)
|
(516.9
|
)
|
(556.4
|
)
|
|||||||||||
Income (Loss) per Share from continuing operations
(f)
|
13.012
|
(4.957
|
)
|
(9.790
|
)
|
(4.551
|
)
|
(5.153
|
)
|
|||||||||||
Loss per Share from discontinued operations
(f)
|
-
|
-
|
(0.181
|
)
|
(0.484
|
)
|
(0.244
|
)
|
||||||||||||
Income (Loss) per Share from Net Income (Loss)
(f)
|
13.012
|
(4.957
|
)
|
(9.971
|
)
|
(5.035
|
)
|
(5.397
|
)
|
|||||||||||
Income (Loss) per Share attributable to stockholders of Grupo TMM, S.A.B.
(f)
|
12.992
|
(4.972
|
)
|
(9.949
|
)
|
(5.059
|
)
|
(5.445
|
)
|
|||||||||||
Book value per Share
(g)
|
21.140
|
8.780
|
3.586
|
5.571
|
1.335
|
|||||||||||||||
Weighted Average Shares Outstanding (000s)
|
102,183
|
102,183
|
102,183
|
102,183
|
102,183
|
|||||||||||||||
BALANCE SHEET DATA (at end of period)
(a)
:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
461.6
|
$
|
902.7
|
$
|
1,045.4
|
$
|
743.1
|
$
|
895.0
|
||||||||||
Total Current Assets
|
1,318.2
|
2,121.3
|
2,603.6
|
2,806.1
|
1,954.3
|
|||||||||||||||
Property, vessels and equipment – Net
|
2,623.5
|
9,564.9
|
9,553.1
|
9,052.9
|
9,053.1
|
|||||||||||||||
Concessions – Net
|
13.2
|
17.0
|
20.8
|
24.6
|
28.4
|
|||||||||||||||
Total Assets
|
4,149.2
|
11,923.3
|
12,416.1
|
12,924.3
|
12,179.4
|
|||||||||||||||
Short-term financial debt
|
502.4
|
740.4
|
684.7
|
918.6
|
636.6
|
|||||||||||||||
Long-term financial debt
|
396.3
|
9,330.1
|
9,995.5
|
10,069.6
|
10,254.1
|
|||||||||||||||
Capital stock
|
2,169.9
|
2,169.9
|
2,169.9
|
2,169.9
|
2,169.9
|
|||||||||||||||
Stockholders’ Equity attributable to Stockholders of Grupo TMM, S.A.B.
|
2,160.2
|
897.2
|
366.4
|
569.3
|
136.4
|
|||||||||||||||
Non-controlling equity interest in subsidiaries
|
68.8
|
66.8
|
65.4
|
68.3
|
64.6
|
|||||||||||||||
Total Stockholders’ Equity
|
2,229.0
|
964.0
|
431.8
|
637.6
|
201.0
|
|||||||||||||||
OTHER DATA:
|
||||||||||||||||||||
Incremental Capital Investments
(h)
|
$
|
80.2
|
$
|
162.1
|
$
|
102.4
|
$
|
228.9
|
$
|
290.8
|
||||||||||
Depreciation and Amortization
|
562.9
|
555.2
|
672.6
|
858.3
|
589.5
|
|||||||||||||||
Net cash provided by (used in):
|
||||||||||||||||||||
Operating activities
(i)
|
381.7
|
610.8
|
612.4
|
756.2
|
882.3
|
|||||||||||||||
Investing activities
|
(218.5
|
)
|
(74.4
|
)
|
792.2
|
(124.4
|
)
|
(208.7
|
)
|
|||||||||||
Financing activities
|
(581.7
|
)
|
(744.5
|
)
|
(1,165.8
|
)
|
(801.8
|
)
|
(868.1
|
)
|
(a) |
As of December 2017, the Company transferred 85% of the shares of TMM Division Maritima, S.A. de C.V. (“TMM DM”), formerly a wholly owned subsidiary, to the holders of certificates issued under our Mexican Peso-Denominated Trust Certificates Program (the “Trust Certificates Program”). Because the Company ceased to exercise control over TMM DM as of the date of the transfer, we have excluded TMM DM’s income from the consolidated income statement data and its assets and liabilities from the consolidated balance sheet data as of the transfer date.
|
(b) |
As of July 2013, Grupo TMM sold 100% of its interest in its truck transportation and haul-away trailers business. Accordingly, as of such date Grupo TMM has categorized this business as a discontinued operation and has excluded it from the consolidated income statement data.
|
(c) |
Represents “Operating Income” less “Other Income (Expense) – Net.”
|
(d) |
See quantification of items in “Other Income (Expense) Integration” table below.
|
(e) |
Operating Income is calculated by reconciling “Net Income (Loss)” with the items “Net Financing Cost” and “(Provision) Benefit for Income Taxes.”
|
(f) |
As of December 31, 2013, 2014, 2015, 2016 and 2017 the number of Shares outstanding was 102,182,841.
|
(g) |
Book value per Share results from dividing total shareholders’ equity attributable to stockholders of Grupo TMM by the outstanding Shares at the end of each period.
|
(h) |
See Item 5. “Operating and Financial Review and Prospects — Liquidity and Capital Resources — Capital Expenditures and Divestitures.”
|
(i) |
Commencing with fiscal year 2015, restricted cash is included as a part of the cash and cash equivalents line item. See Note 6 to the accompanying Audited Consolidated Financial Statements. Such inclusion has an effect on cash flows from operating activities disclosed in the consolidated statements of cash flows for all fiscal years reported.
|
Year Ended December 31
,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
TRANSPORTATION REVENUES:
|
||||||||||||||||||||
Maritime Operations
(a)
|
1,951.3
|
2,167.6
|
2,770.9
|
2,488.3
|
2,455.3
|
|||||||||||||||
Logistics Operations
(b)
|
229.5
|
190.9
|
169.7
|
162.0
|
219.2
|
|||||||||||||||
Ports and Terminals Operations
(c)
|
134.2
|
116.7
|
114.2
|
114.9
|
113.4
|
|||||||||||||||
Warehousing Operations
(d)
|
149.9
|
126.1
|
133.1
|
104.9
|
130.3
|
|||||||||||||||
Other business
(e)
|
-
|
46.2
|
74.0
|
67.2
|
50.6
|
|||||||||||||||
Total
|
$
|
2,464.9
|
$
|
2,647.5
|
$
|
3,261.9
|
$
|
2,937.3
|
$
|
2,968.8
|
||||||||||
INCOME ON TRANSPORTATION
(f)
:
|
||||||||||||||||||||
Maritime Operations
|
24.0
|
247.6
|
492.5
|
271.3
|
517.8
|
|||||||||||||||
Logistics Operations
|
34.0
|
30.6
|
27.4
|
26.4
|
40.7
|
|||||||||||||||
Ports and Terminals Operations
|
10.3
|
6.1
|
7.6
|
4.6
|
0.2
|
|||||||||||||||
Warehousing Operations
|
(31.6
|
)
|
(44.6
|
)
|
(48.1
|
)
|
(51.4
|
)
|
(38.3
|
)
|
||||||||||
Shared corporate costs
|
(214.6
|
)
|
(201.8
|
)
|
(205.2
|
)
|
(180.3
|
)
|
(205.4
|
)
|
||||||||||
Total
|
$
|
(177.9
|
)
|
$
|
37.9
|
$
|
274.2
|
$
|
70.6
|
$
|
315.0
|
|||||||||
OTHER INCOME (EXPENSE):
|
||||||||||||||||||||
Gain from loss of control of TMM DM
|
$
|
3,458.5
|
-
|
-
|
-
|
-
|
||||||||||||||
Proceeds from the sale of fixed assets
|
-
|
56.5
|
-
|
-
|
-
|
|||||||||||||||
Proceeds from the sale of subsidiaries
|
(273.0
|
)
|
-
|
185.3
|
358.1
|
8.1
|
||||||||||||||
Cancellation of provisions
|
-
|
2.1
|
5.9
|
16.7
|
9.8
|
|||||||||||||||
Reserve for prepayment and arbitration expenses
|
-
|
-
|
-
|
-
|
(13.1
|
)
|
||||||||||||||
Taxes recovered, net of expenses incurred
|
43.9
|
-
|
-
|
-
|
42.0
|
|||||||||||||||
Other – Net
|
(11.7
|
)
|
(5.8
|
)
|
(4.2
|
)
|
(7.8
|
)
|
17.2
|
|||||||||||
Total
|
$
|
3,217.7
|
$
|
52.8
|
$
|
187.0
|
$
|
367.0
|
$
|
64.0
|
(a) |
Maritime Operations primarily consist of offshore vessels, product tankers, parcel tankers, tugboats and shipyard operations.
|
(b) |
Logistics Operations consist of container maintenance and repair, automotive services and intermodal terminal operations.
|
(c) |
Ports and Terminals Operations consist of a port in Acapulco, Mexico, a terminal at Tuxpan, Mexico, loading and unloading operations at the port of Tampico, Mexico, and the operation of shipping agencies at various ports in Mexico.
|
(d) |
Warehousing Operations consist of warehousing and bonded warehousing facility management services and are conducted through our subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Auxiliary Credit Organization (“ADEMSA”).
|
(e) |
Represents certain new businesses which are in the development process.
|
(f) |
Income on Transportation includes loss on revaluation of vessels in 2017, 2016 and 2015 of $39.3 million, $16.2 million, and $29.4 million, respectively.
|
Exchange Rates
|
||||||||||||||||
Year Ended December 31,
|
High
(1)
|
Low
(1)
|
Average
(2)
|
End of
Year
(3)
|
||||||||||||
2013
|
13.44
|
11.98
|
12.76
|
13.07
|
||||||||||||
2014
|
14.79
|
12.85
|
13.30
|
14.73
|
||||||||||||
2015
|
17.38
|
14.56
|
15.87
|
17.34
|
||||||||||||
2016
|
21.05
|
17.18
|
18.67
|
20.66
|
||||||||||||
2017
|
21.91
|
17.49
|
18.93
|
19.74
|
Exchange Rates
|
||||||||||||||||
Monthly,
|
High
(4)
|
Low
(4)
|
Average
(5)
|
End of Month
(6)
|
||||||||||||
Year 2017 and 2018
|
||||||||||||||||
November 2017
|
19.23
|
18.52
|
18.99
|
18.58
|
||||||||||||
December 2017
|
19.79
|
18.62
|
19.10
|
19.74
|
||||||||||||
January 2018
|
19.66
|
18.47
|
18.95
|
18.69
|
||||||||||||
February 2018
|
18.88
|
18.40
|
18.62
|
18.79
|
||||||||||||
March 2018
|
18.89
|
18.33
|
18.65
|
18.34
|
||||||||||||
April 2018
(7)
|
19.05
|
17.98
|
18.32
|
19.05
|
(1) |
The highest and lowest of the Noon Buying Rates for the Peso per U.S. dollar reported by Banco de México on the last business day of each month during the relevant year.
|
(2) |
The average of the Noon Buying Rates on the last day of each month during the relevant year.
|
(3) |
The Noon Buying Rates on the last day of each relevant year.
|
(4) |
The highest and lowest of the Noon Buying Rates of each day in the relevant month.
|
(5) |
The average of the Noon Buying Rates of each day in the relevant month.
|
(6) |
The Noon Buying Rates on the last day of each relevant month.
|
(7) |
Through April 25, 2018.
|
§ |
limiting cash flow available for capital expenditures, acquisitions, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing debt;
|
§ |
increasing our vulnerability to a downturn in economic or industry conditions;
|
§ |
exposing us to risks inherent in interest rate fluctuations because future borrowings may be at interest rates that are higher than current rates, which could result in higher interest expenses;
|
§ |
limiting our flexibility in planning for, or reacting to, competitive and other changes in our business;
|
§ |
placing us at a competitive disadvantage compared to our competitors that have less debt and greater operating and financing flexibility than we do;
|
§ |
limiting our ability to engage in activities that may be in our long-term best interest; and
|
§ |
limiting our ability to borrow additional money to fund our working capital and capital expenditures or to refinance our existing indebtedness, or to enable us to fund the acquisitions contemplated in our business plan.
|
§ |
incur additional indebtedness;
|
§ |
create or suffer to exist liens;
|
§ |
prepay certain debt;
|
§ |
make certain restricted payments, including the payment of dividends;
|
§ |
carry out certain investments;
|
§ |
engage in certain transactions with shareholders and affiliates;
|
§ |
use assets as security in other transactions;
|
§ |
issue guarantees to third parties;
|
§ |
sell assets; and
|
§ |
engage in certain mergers and consolidations or in sale-leaseback transactions.
|
§ |
the continued identification, evaluation and participation in niche markets;
|
§ |
the identification of joint venture opportunities or acquisition candidates;
|
§ |
our ability to enter into acquisitions on favorable terms;
|
§ |
our ability to finance any expansion of our business;
|
§ |
our ability to hire and train qualified personnel, and to maintain our existing managerial base;
|
§ |
the successful integration of any acquired businesses with our existing operations; and
|
§ |
our ability to manage expansion effectively and to obtain required financing.
|
§ |
prevailing economic conditions in the market;
|
§ |
a substantial or extended decline in world trade;
|
§ |
increases in the supply of vessel capacity;
|
§ |
prevailing charter rates; and
|
§ |
the cost of retrofitting or modifying existing ships, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
|
§ |
supply and demand for products suitable for shipping by vessels;
|
§ |
changes in global production of products transported by vessels;
|
§ |
the distance cargo products are to be moved by sea;
|
§ |
the globalization of manufacturing;
|
§ |
global and regional economic and political conditions;
|
§ |
changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported;
|
§ |
environmental and other regulatory developments;
|
§ |
technological advancements;
|
§ |
currency exchange rates; and
|
§ |
weather.
|
§ |
the number of newbuilding deliveries;
|
§ |
the scrapping rate of similar vessels;
|
§ |
the price of steel and other raw materials;
|
§ |
changes in environmental and other regulations that may limit the useful life of vessels;
|
§ |
the number of vessels that are out of service; and
|
§ |
port congestion.
|
§ |
shipping industry relationships and reputation for customer service and safety;
|
§ |
shipping experience and quality of ship operations (including cost effectiveness);
|
§ |
quality and experience of seafaring crew;
|
§ |
the ability to finance vessels at competitive rates and financial stability in general;
|
§ |
relationships with shipyards and the ability to get suitable berths;
|
§ |
relationships with ship owners and the ability to obtain suitable second-hand vessels;
|
§ |
construction management experience, including the ability to obtain on-time delivery of new ships according to customer specifications;
|
§ |
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events, among others; and
|
§ |
competitiveness of the bid in terms of overall price.
|
§ |
significant governmental influence over local economies;
|
§ |
substantial fluctuations in economic growth;
|
§ |
high levels of inflation;
|
§ |
changes in currency values;
|
§ |
exchange controls or restrictions on expatriation of earnings;
|
§ |
high domestic interest rates;
|
§ |
wage and price controls;
|
§ |
changes in governmental economic or tax policies;
|
§ |
imposition of trade barriers;
|
§ |
unexpected changes in regulation; and
|
§ |
overall political, social and economic instability.
|
1 |
The Banco de Mexico Consensus Board comprises 35 groups of private and international analysts and consultants specialized in the Mexican and international economies.
|
2013
|
3.97
|
%
|
||
2014
|
4.08
|
%
|
||
2015
|
2.13
|
%
|
||
2016
|
3.36
|
%
|
||
2017
|
6.77
|
%
|
||
2018 (last twelve months ended March 31)
|
5.04
|
%
|
§ |
our revenues, cash flows and profitability;
|
§ |
the fair market value and profitability of our vessels;
|
§ |
our ability to maintain or increase our borrowing capacity;
|
§ |
or ability to obtain additional capital to finance our business and make acquisitions, and the cost of that capital;
|
§ |
the collectability of our receivables; and
|
§ |
our ability to retain skilled personnel whom we would need in the event of an upturn in the demand for our services.
|
Spot price of Mexican crude oil
|
||||||||||||||||
Year Ended December 31,
|
High
(1)
|
Low
(1)
|
Average
(2)
|
End of
Year
(3)
|
||||||||||||
2013
|
110.42
|
88.58
|
98.5
|
92.51
|
||||||||||||
2014
|
102.41
|
45.45
|
87.66
|
45.45
|
||||||||||||
2015
|
59.45
|
26.54
|
44.70
|
29.80
|
||||||||||||
2016
|
46.53
|
18.90
|
35.86
|
46.30
|
||||||||||||
2017
|
56.19
|
39.20
|
46.36
|
56.19
|
Spot price of Mexican crude oil
|
||||||||||||||||
Monthly,
|
High
(4)
|
Low
(4)
|
Average
(5)
|
End of Month
(6)
|
||||||||||||
Year 2018
|
||||||||||||||||
January
|
59.75
|
56.72
|
58.53
|
58.39
|
||||||||||||
February
|
59.44
|
53.20
|
55.95
|
55.59
|
||||||||||||
March
|
58.30
|
53.94
|
55.80
|
56.44
|
||||||||||||
April
(7)
|
55.39
|
54.66
|
55.08
|
54.66
|
(1) |
The highest and lowest spot price of Mexican crude oil in U.S. dollars reported by Banco de México on the last business day of each month during the relevant year.
|
(2) |
The average spot prices during the relevant year.
|
(3) |
The spot price on the last day of each relevant year.
|
(4) |
The highest and lowest spot price in the relevant month.
|
(5) |
The average spot price of each day in the relevant month.
|
(6) |
The spot price on the last day of each relevant month.
|
(7) |
Through April 6, 2018.
|
Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Maritime Operations
|
$
|
1,951.3
|
$
|
2,167.6
|
$
|
2,770.9
|
||||||
Ports and Terminals Operations
|
134.2
|
116.7
|
114.2
|
|||||||||
Logistics Operations
|
229.5
|
190.9
|
169.7
|
|||||||||
Warehousing Operations
|
149.9
|
126.1
|
133.1
|
|||||||||
Other Business
|
-
|
46.2
|
74.0
|
|||||||||
Total
|
$
|
2,464.9
|
$
|
2,647.5
|
$
|
3,261.9
|
Foreign Trade 2015-2017
(a)
|
||||||||||||
As of December 31,
(in millions of Dollars)
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Total Exports
|
US$409,494
|
US$373,939
|
US$380,550
|
|||||||||
Total Imports
|
US$420,369
|
US$387,064
|
US$395,232
|
|||||||||
Total Trade Flows
|
US$829,863
|
US$761,004
|
US$775,782
|
|||||||||
Growth Rate—Exports
|
9.5
|
%
|
(1.7
|
)%
|
(4.1
|
)%
|
||||||
Growth Rate—Imports
|
8.6
|
%
|
(2.1
|
)%
|
(1.2
|
)%
|
||||||
Growth Rate—Total
|
9.0
|
%
|
(1.9
|
)%
|
(2.6
|
)%
|
||||||
Growth Rate—GDP
(b)
|
2.0
|
%
|
2.9
|
%
|
3.3
|
%
|
(a) |
The figures include the in-bound (
maquiladora
) industry.
|
(b) |
The methodology for calculating Growth Rate-GDP was modified by the
Instituto Nacional de Estadistica, Geografia e Informatica
(INEGI) and is based on 2013 prices.
|
§ |
In December 2017, we restructured our Maritime Operations to decrease our consolidated debt and improve our debt profile by transferring 85% of the shares of our wholly owned subsidiary, TMM DM, an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Trust Certificates Program. As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). This should allow us to reduce our comprehensive financing cost by approximately 90%, improving our debt to capital ratio and providing us with greater free cash flow. Going forward, we will continue to operate TMM DM’s vessel fleet pursuant to a maritime services contract under which we will be paid a service fee based on the revenues generated by the vessels and their operating costs. The contract does not include a non-compete restriction, allowing us to continue our efforts to expand our existing fleet and develop new maritime business.
|
§ |
We have expanded the customer base of our Maritime Operations, resulting in better operating margins while strengthening our market position.
|
§ |
In August 2016, we announced a venture with TransCanada and Sierra Oil & Gas to jointly develop a refined products storage, transportation, and distribution infrastructure to serve the growing demand for refined products such as gasoline, diesel and jet fuel from Tuxpan, Veracruz to the central region of Mexico.
|
§ |
In November 2016, we acquired a new generation harbor tug vessel, the “TMM Colima”, with azimuthal propulsion, from the Dutch shipyard Damen Shipyards Group. The vessel officially commenced operations on December 30, 2016 at the port of Manzanillo, where we have been an authorized concessionaire since 1997. This vessel was acquired to enhance our fleet of vessels in response to the entry of a new competitor at the port of Manzanillo.
|
§ |
In August 2016, our subsidiary TTM authorized the issuance of up to $4,600 million of Convertible Debentures to holders of Company debt under the Trust Certificates Program. The Convertible Debentures allowed us to capitalize the debt held by trust certificate holders through the mandatory conversion of the debentures into shares of the Company over a 10-year period. On December 4, 2017, we and the holders agreed to terminate the Convertible Debentures program. Termination of the program extinguished our liability in respect of the debentures, and did not result in any gain or loss to the Company. See Note 18 of the accompanying Audited Consolidated Financial Statements.
|
§ |
The Company continues the strategic plan to offset some of the instability in the oil industry which included the following actions: (i) reduction of costs and SG&A expenses, (ii) establishment of an early payment program (the “supply chain program”) through Nacional Financiera, S.N.C., reducing liquidity risk and the effect of payment delays which may result from recent changes in PEMEX’s payment policies and, (iii) of customer diversification.
|
§ |
In the third quarter of 2013, we sold the ground transportation businesses (trucking and autohauling) in our Logistics Operations. In addition, in 2014 we agreed to sell our container terminal project in Tuxpan. With these sales, we continue our efforts to focus on our profitable businesses.
|
§ |
With respect to our liabilities, in addition to continuing to service our debt obligations and improving our debt profile through the TMM DM spin off in 2017, in 2016 we partially prepaid our indebtedness to DVB Bank SE (formerly DVB Bank AG), and in 2017, we restructured the payment schedule, extending the maturity for one more year to June 2018.
|
§ |
We are one of the largest and leading Mexican owned and operated maritime and logistics companies in Mexico.
|
§ |
We have a demonstrated ability to contract vessels with limited disruptions.
|
§ |
The Mexican Navigation Law requires that Mexican flag carriers receive preferential treatment.
|
§ |
We are poised to grow along with the energy sector.
|
§ |
We have extensive and proven experience in ports, terminals and integrated services, such as yards operations, vessels and intermodal equipment maintenance and repair, warehousing.
|
§ |
Our operations in Tuxpan, Veracruz are in a prime location to capitalize on the growth of trade via the Gulf of Mexico.
|
Vessel Type
|
Number of
Vessels
|
Total Dead
Weight Tons
(in thousands)
|
Total Cubic
Meter Capacity
(in thousands)
|
BHP
(*)
|
||||||||||||
Offshore vessels
|
26
|
34.4
|
**
|
5,389
|
||||||||||||
Product tankers
|
4
|
186.7
|
204.9
|
**
|
||||||||||||
Parcel tankers
|
3
|
41.1
|
45.0
|
**
|
|
|||||||||||
Tugboats
|
6
|
2.6
|
**
|
4,964
|
||||||||||||
Total
|
39
|
264.8
|
249.9
|
* |
Average Brake Horse Power.
|
** |
Not applicable.
|
Vessel
|
Year
|
Flag
|
DWT
(1)
|
LOA
(2)
(m)
(3)
|
Beam (m)
|
BHP
|
Charterer
|
|||||||
*Eco III
|
2008
|
Mexico
|
10,306
|
117.0
|
21.0
|
3,618
|
-
|
|||||||
*Isla Arboleda
|
2002
|
Mexico
|
417
|
46.0
|
8.0
|
5,400
|
-
|
|||||||
*Isla Arcas
|
2001
|
Mexico
|
224
|
50.3
|
9.1
|
7,200
|
-
|
|||||||
Margot Marianne
|
1988
|
Mexico
|
320
|
39.6
|
7.9
|
2,100
|
-
|
|||||||
*Isla Azteca
|
1998
|
Mexico
|
1,000
|
61.9
|
14.0
|
3,900
|
-
|
|||||||
*Isla Blanca
|
2008
|
Mexico
|
480
|
49.4
|
11.0
|
1,700
|
PEP
|
|||||||
*Isla Ciari
|
2009
|
Mexico
|
480
|
49.4
|
11.0
|
1,700
|
PEP
|
|||||||
Isla Colorada
|
2001
|
Mexico
|
540
|
44.0
|
11.0
|
1,700
|
-
|
|||||||
*Isla Creciente
|
2002
|
Mexico
|
357
|
42.7
|
9.0
|
6,750
|
-
|
|||||||
*Isla de Cedros
|
1999
|
Mexico
|
2,000
|
67.0
|
14.9
|
8,000
|
PEP
|
|||||||
*Isla San Jose
|
2006
|
Mexico
|
1,660
|
68.0
|
16.0
|
12,240
|
CASHMAN
|
|||||||
*Isla Grande
|
2004
|
Mexico
|
2,800
|
75.0
|
16.0
|
12,000
|
CASHMAN
|
|||||||
*Isla Guadalupe
|
1998
|
Mexico
|
1,598
|
61.0
|
13.8
|
5,300
|
-
|
|||||||
*Isla Janitzio
|
2008 |
Mexico
|
480 | 49.3 | 11.0 | 1,700 | PEP |
Vessel
|
Year
|
Flag
|
DWT
(1)
|
LOA
(2)
(m)
(3)
|
Beam (m)
|
BHP
|
Charterer
|
|||||||
*Isla León
|
2008
|
Mexico
|
1,350
|
63.4
|
15.6
|
6,500
|
-
|
|||||||
*Isla Miramar
|
2000
|
Mexico
|
255
|
48.8
|
9.1
|
6,750
|
PEP
|
|||||||
*Isla Monserrat
|
2007
|
Mexico
|
3,250
|
71.9
|
16.0
|
5,450
|
PEP
|
|||||||
Isla Passavera
|
1979
|
Mexico
|
293
|
32.0
|
7.3
|
2,100
|
-
|
|||||||
*Isla Pelicano
|
1984
|
Mexico
|
1,200
|
59.2
|
12.1
|
6,140
|
-
|
|||||||
*Isla San Gabriel
|
2009
|
Mexico
|
369
|
55.6
|
10.4
|
7,200
|
PEP
|
|||||||
*Isla San Ignacio
|
2009
|
Mexico
|
488
|
50.0
|
11.0
|
7,200
|
-
|
|||||||
*Isla San Luis
|
2009
|
Mexico
|
381
|
55.5
|
10.4
|
7,200
|
-
|
|||||||
*Isla Santa Cruz
|
2008
|
Mexico
|
1,900
|
63.4
|
15.8
|
6,800
|
-
|
|||||||
*Isla Verde
|
2001
|
Mexico
|
540
|
44.0
|
11.0
|
1,700
|
PEP
|
|||||||
Subsea 88
|
2010
|
Mexico
|
1,115
|
55.0
|
13.8
|
2,574
|
PEP
|
|||||||
*Isla San Diego
|
2009
|
Mexico
|
552
|
55.2
|
10.4
|
7,200
|
-
|
(1) |
Dead weight tons.
|
(2) |
Overall length.
|
(3) |
Meters.
|
* |
TMM DM vessel.
|
Vessel
|
Year
|
Flag
|
Hull
|
DWT
(1)
|
LOA
(3)
(m)
(4)
|
Beam (m)
|
Charterer
|
|||||||
*Veracruz (formerly Amatlan II)
|
2002
|
Mexico
|
DH
(2)
|
45,467
|
189
|
32
|
PMI
|
|||||||
*Tajin
|
2003
|
Mexico
|
DH
(2)
|
47,147
|
183
|
32
|
PDVSA
|
|||||||
*Tula
|
2005
|
Mexico
|
DH
(2)
|
46,911
|
183
|
32
|
PMI
|
|||||||
*Durango (formerly Tulum)
|
2000
|
Mexico
|
DH
(2)
|
47,131
|
183
|
32
|
PMI
|
(1) |
Dead weight tons.
|
(2) |
Double hull.
|
(3) |
Overall length.
|
(4) |
Meters.
|
* |
TMM DM vessel.
|
Vessel
|
Flag
|
Year
|
LOA
|
Beam
|
Draft
|
DWT
(1)
|
Capacity M
3
Total
|
|||||||
(m)
(2)
|
(m)
|
(m)
|
||||||||||||
Olmeca
|
Marshall Islands
|
2003
|
130.0
|
22.4
|
12.0
|
15,472
|
16,800
|
|||||||
Maya
|
Marshall Islands
|
2003
|
123.0
|
20.0
|
8.7
|
12,452
|
14,102
|
|||||||
CB Houston
|
Marshall Islands
|
2003
|
128.6
|
20.4
|
8.7
|
13,158
|
14,106
|
|||||||
Total
|
41,082
|
45,008
|
(1) |
Dead weight tons.
|
(2) |
Meters.
|
§ |
expectations as to future oil and gas commodity prices;
|
§ |
customer assessments of offshore drilling prospects compared to land-based opportunities;
|
§ |
customer assessments of cost, geological opportunity and political stability in host countries;
|
§ |
worldwide demand for oil and natural gas;
|
§ |
the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;
|
§ |
the level of production of non-OPEC countries;
|
§ |
the relative exchange rates for the U.S. dollar; and
|
§ |
various government policies regarding exploration and development of their oil and gas reserves.
|
Business
|
Partner
|
Ports (Acapulco)
|
SSA Mexico, Inc.
|
Terminals (Tuxpan)
|
TransCanada and Sierra Oil & Gas
|
§ |
customary provisions enabling authorities to carry out inspections of vessels and investigations of incidents;
|
§ |
regulations concerning registration of vessels and waivers allowing Mexican companies to operate foreign flag vessels in otherwise reserved domains;
|
§ |
foreign vessels are obliged to designate a shipping agent in order to call at Mexican ports;
|
§ |
Mexican flag vessels are required to operate with Mexican crews only and cabotage is in principle reserved for Mexican vessels;
|
§ |
when a foreign vessel is abandoned by the owners with cargo on board, provisions of the legislation coordinate repatriation and temporary maintenance of the crew which the law deems ultimately to be the joint and several liability of the owner and agent;
|
§ |
the carriage of passengers, cargo and towage in ports and pilotage are also regulated;
|
§ |
captains are responsible for damage and loss caused to vessels or ports due to negligence, lack of proper qualification, carelessness or bad faith, but are not responsible for damages caused by an act of God or
force majeure
;
|
§ |
companies providing towage services must carry insurance to cover their liabilities to the satisfaction of the authorities;
|
§ |
pollution is regulated by international treaties; however this only covers CLC-type liabilities. Pollution in respect of other substances is dealt with under local legislation which has no limitation. This is irrespective of any criminal proceedings or sanctions against the party responsible for the incident; and
|
§ |
maritime privileges are also considered within the law.
|
§ |
bareboat charter;
|
§ |
time charter;
|
§ |
voyage charter;
|
§ |
carriage of goods;
|
§ |
passengers;
|
§ |
salvage; and
|
§ |
towage.
|
§ |
general provisions (definitions, guarantees, and maritime insurance);
|
§ |
extraordinary specialization of vessels, registration, national maritime registry, maritime agents and nautical education;
|
§ |
temporary navigation permits and permits for permanent stay, maneuver, nautical tourism and pollution prevention; and
|
§ |
revisions to conform hydrocarbons terminology to the new Hydrocarbons Law.
|
§ |
providing for PEMEX and CFE to become state-owned, for-profit companies (
empresas productivas del estado
);
|
§ |
establishing a contractual regime to allow the Ministry of Energy (
Secretaría de Energía
or SENER), with the technical assistance of the new National Hydrocarbons Commission (
Comisión Nacional de Hidrocarburos
or CNH), to award to PEMEX and private entities the right to participate in upstream oil and gas operations through the use of service contracts, profit-sharing agreements, production sharing agreements and license agreements, with the Ministry of Energy authorized to determine the best contractual form in each case so as to maximize revenue to the Mexican government;
|
§ |
allowing private entities that have entered into a contract with PEMEX or the Mexican government to report, for accounting and financial purposes, the awarding of the contract, the related oil and gas reserves and the contract’s forecasted benefits, provided the private entities affirm that all oil and gas within the subsoil remains the property of Mexico;
|
§ |
requiring PEMEX to participate in a “round zero” and submit to SENER for consideration a list of the areas where it intends to continue conducting exploration or production operations pursuant to the new contractual regime, establish that it has the technical, financial and execution capabilities needed to explore for and develop the oil and gas from those areas in an efficient and competitive manner, and provide a work program and budget for those areas;
|
§ |
allowing PEMEX to transfer its rights to explore for and develop oil and gas resources to private entities upon application to SENER;
|
§ |
allowing the Energy Regulatory Comission (
Comisión Reguladora de Energia
) to grant permits for the storage, transport and distribution of oil and gas through pipelines as well as for the generation and commercialization of electricity;
|
§ |
creating the Mexican Petroleum Fund for Stabilization and Development
(
Fondo Mexicano del Petróleo para la Estabilización y el Desarollo
) to act as a government trust fund for the collection and administration of income received by the Mexican government from contracts with PEMEX and private entities; and
|
§ |
creating the National Agency of Industrial Security and Environmental Protection of the Hydrocarbon Sector
(
Agencia Nacional de Seguridad Industrial y de Proteccion al Medio Ambiente del Sector de Hidrocarburos
) to regulate and supervise matters concerning operational security and environmental protection in the oil and gas industry.
|
§ |
Elimination of the corporate flat tax (IETU) and the tax on cash deposits (IDE);
|
§ |
Elimination of the existing fiscal tax consolidation regime. A transition scheme was established for taxpayers that previously operated under this regime and three alternatives have been established to calculate the deferred taxes for these taxpayers until December 31, 2013, which will be paid through partial payments made over the following five years;
|
§ |
Establishment of a new optional tax integration regime for groups of companies that meet certain conditions similar to those used under the former fiscal consolidation regime. The new optional tax integration regime requires an equity ownership of at least 80% for qualifying subsidiaries and would allow groups of companies to defer the annual tax payment for these subsidiaries for up to 3 years. Under this regime, Grupo TMM would not be permitted to incorporate tax losses from previous years generated by our subsidiaries, but would be permitted to incorporate tax losses generated as of January 1, 2014;
|
§ |
Introduction of a new 10% withholding tax on dividends and/or distributions of earnings generated in 2014 and later years;
|
§ |
Elimination of the exemption on gains from the sale of shares traded on the Mexican Stock Exchange or through a stock exchange recognized under applicable Mexican tax law. The gain will be taxable at the rate of 10% and will be withheld by the financial intermediary. Transferors that are residents of a country with which Mexico has entered into a tax treaty for the avoidance of double taxation may be exempt. See “Item 10. Additional Information—United States Federal Income and Mexican Federal Taxation —Certain Mexican Federal Tax Consequences.”
|
§ |
Cancellation of scheduled decreases to the corporate income tax rate from its current 30% in 2013, 2014 and 2015;
|
§ |
Payments to resident or non-resident related parties are nondeductible when these are also deducted by the related party, except when the related party also regards the income as taxable in the same tax year or in the following year. Generally, payments made to non-residents located in a low tax jurisdiction will not be deductible unless they are carried out on an arm’s-length basis; and
|
§ |
Tax deductions on exempt payments to employees are limited to 47% of the exempt payments, subject to a potential increase to 53% where the exempt payments are not lower than the payments made to employees in the previous year.
|
Name
|
Country of
Incorporation
|
Ownership
Interest
|
Voting
Interest
|
|||||||
Administración Portuaria Integral de Acapulco S.A. de C.V. (Ports)*
|
Mexico
|
51
|
%
|
51
|
%
|
|||||
Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
TMM Logistics, S.A. de C.V.(Logistics)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Transportación Marítima Mexicana, S.A. de C.V. (Product and parcel tankers, offshore vessels, harbor tugboat operations, and shipping agencies)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Prestadora de Servicios MTR, S.A. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Operadora Portuaria de Tuxpan, S.A. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Optimus Services and Solutions, S. de R.L. de C.V. (Ports)*
|
Mexico
|
50
|
%
|
50
|
%
|
|||||
TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)
|
Mexico
|
100
|
%
|
100
|
%
|
(*) |
Less than wholly owned by the Company.
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
Estimated
Amortization
Life
(Years)
|
||||||||||
(in thousands of Pesos)
|
||||||||||||
API Acapulco
|
$
|
94,607
|
$
|
94,607
|
9
|
|||||||
Tugboats in the port of Manzanillo
|
30,266
|
30,266
|
*
|
|||||||||
124,873
|
124,873
|
|||||||||||
Accumulated amortization
|
(111,629
|
)
|
(107,844
|
)
|
||||||||
Concession rights and related assets – net
|
$
|
13,244
|
$
|
17,029
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
Estimated Total
Useful Lives
(Years)
|
||||||||||
(in thousands of Pesos)
|
||||||||||||
Vessels
|
$
|
1,118,250
|
$
|
8,028,276
|
25
|
|||||||
Shipyard
|
318
|
363
|
40
|
|||||||||
Drydocks (major vessel repairs)
|
12,608
|
4,457
|
2.5
|
|||||||||
Buildings and installations
|
242,204
|
253,396
|
20 and 25
|
|||||||||
Warehousing equipment
|
647
|
1,242
|
10
|
|||||||||
Computer equipment
|
556
|
794
|
1 and 2
|
|||||||||
Terminal equipment
|
6,885
|
3,319
|
8
|
|||||||||
Ground transportation equipment
|
3,751
|
4,203
|
4, 5 and 10
|
|||||||||
Other equipment
|
7,641
|
9,556
|
||||||||||
$
|
1,392,860
|
$
|
8,305,606
|
|||||||||
Land
|
1,184,427
|
1,060,661
|
||||||||||
Construction in progress
|
46,248
|
198,605
|
||||||||||
Total Property, Vessels and Equipment—net
|
$
|
2,623,535
|
$
|
9,564,872
|
§ |
Corporate restructuring to improve our debt profile
. In December 2017, we restructured our Maritime Operations to decrease our consolidated debt and improve our debt profile by transferring 85% of the shares of our wholly owned subsidiary, TMM DM, an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Trust Certificates Program. As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). This should allow us to reduce our comprehensive financing cost by approximately 90%, improving our debt to capital ratio and providing us with greater free cash flow. Going forward, we will continue to operate TMM DM’s vessel fleet pursuant to a maritime services contract under which we will be paid a service fee based on the revenues generated by the vessels and their operating costs. The contract does not include a non-compete restriction, allowing us to continue our efforts to expand our existing fleet and develop new maritime business. See Item 4. “Information on the Company — Recent Developments – Spin-off of TMM DM.”
|
§ |
Expanding our Maritime Operations
: We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable segment. We remain focused on expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities as well as to strengthen our tugboat business following the entry of a new competitor at Manzanillo. In addition, we have continued our efforts to diversify our customer base in the product tankers and offshore vessels segments, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information on the Company — Business Strategy – Expansion of our Maritime Operations.”
|
§ |
Developing our shipyard operations in the port of Tampico
: We continue to develop our shipyard operations in the port of Tampico, where we provide ship repair and drydock services to more than 30 vessels per year, of which approximately 42% have been vessels we operate, which has reduced our vessel maintenance and repair costs. In the long term, we expect to have the capacity to be able to build vessels at the shipyard, enabling us to compete to satisfy the expected demands of PEMEX and future customers for new offshore vessels. See Item 4. “Information on the Company — Business Strategy – Expansion of our Maritime Operations.”
|
§ |
Commencement of bulk carrier service
: In August 2017, we started to transport unpackaged commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels. See Item 4. “Information on the Company — Recent Developments – Commencement of Bulk Carrier Service.”
|
§ |
Developing a liquid oils terminal at the port of Tuxpan
: We continue developing storage and transportation infrastructure through our strategic partners, TransCanada and Sierra Oil & Gas, to serve the growing demand for refined products from Tuxpan to the central region of Mexico. The Mexican Energy Reforms include refined products liberalization, which should result in new mid-stream infrastructure to meet the demand for gasoline and diesel imports. The liquid oils terminal should help us capitalize on current and future demand for gasoline and diesel imports, which currently account for more than 55% of domestic consumption. See Item 4. “Information on the Company — Business Strategy – Expansion of our Ports and Terminals Operations.”
|
§ |
Developing other terminals
: We continue to own approximately 720 hectares in Tuxpan through our wholly owned subsidiary, Prestadora de Servicios MTR, S.A. de C.V., on which we are developing a citrus juice export terminal and an automobile terminal. We also own a plot of land in Huehuetoca in the State of Mexico on which we plan to develop a liquid oil terminal.
|
§ |
Reducing our corporate overhead
: Over the last few years, we have significantly reduced our operating costs by reducing our corporate executive headcount through the elimination of redundant functions and the transfer of certain employees to other business areas within the Company. For 2018, and as result of our corporate restructuring which took place in December 2017, we aim to optimize the size of our corporate staff as necessary to implement our business strategy.
|
§ |
Introducing cost-saving technology
: We have enhanced our technology and information systems through the incorporation of TMM Integral Solutions as our new platform that will allow us leverage our capabilities for controlling and improve our service offerings and increase the security of our information. See Item 4. “Information on the Company — Systems and Technology.”
|
§ |
Sale of certain subsidiaries
:
We have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating costs. During 2015, we sold various non-strategic subsidiaries, including Desarrollo Comercial Polo S.A.P.I. de C.V., Proserpec Servicios Administrativos S.A.P.I. de C.V., RRLC S.A.P.I. de C.V., Munray Services, S.A.P.I. de C.V., Nicte Inmobiliaria S.A.P.I. de C.V., Promotora Satuiza, S.A.P.I. de C.V. and Grupo Chant S.A.P.I. de C.V. to unrelated third parties for a total gain on sale of $185.3 million. During 2016 we did not sell any subsidiaries. During 2017, we sold various non-strategic subsidiaries, including Dibacar Servicios, S.A.P.I. de C.V., Darcot Services, S.A. de C.V., Logística Asociada a su Negocio, S.A. de C.V., STK Logistics, S.A. de C.V., Logística en Administración y Construcciones EDAC, S.A. de C.V. to unrelated third parties for a total loss on sale of $273.0 million.
|
§ |
Acquisition of TTM and termination of Convertible Debenture program
: On September 14, 2016, in connection with the corporate restructuring approved by the Company’s shareholders, the Company acquired 100% of the stock of TTM. The terms of the stock purchase agreement provided for the Company’s subsequent acquisition by, and merger into, TTM as approved at the August 31, 2016 Extraordinary Shareholders’ Meeting, subject to the condition precedent that the merger be declared effective by no later than April 14, 2017. Because that merger did not take effect, under the terms of the stock purchase agreement TTM became a wholly owned subsidiary of the Company effective September 14, 2016. Subsequently, on December 4, 2017, the Company and the holders agreed to terminate the Convertible Debenture program implemented in connection with the restructuring. Termination of the Convertible Debenture program extinguished any further liability of the Company in respect of the Convertible Debentures, and did not result in any gain or loss to the Company. See Item 4. “Information on the Company — Recent Developments — Corporate Restructuring, Issuance and Cancellation of Convertible Debentures” and “Information on the Company — Recent Developments — Acquisition of TTM.”
|
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(in millions of Pesos)
|
||||||||||||
Consolidated Transportation Revenues
|
||||||||||||
Maritime Operations
|
$
|
1,951.3
|
$
|
2,167.6
|
$
|
2,770.9
|
||||||
Ports and Terminals Operations
|
134.2
|
116.7
|
114.2
|
|||||||||
Logistics Operations
|
229.5
|
190.9
|
169.7
|
|||||||||
Warehousing Operations
|
149.9
|
126.1
|
133.1
|
|||||||||
Other business
|
46.2
|
74.0
|
||||||||||
Total
|
$
|
2,464.9
|
$
|
2,647.5
|
$
|
3,261.9
|
||||||
Income (Loss) on Transportation
(1)
|
||||||||||||
Maritime Operations
|
$
|
24.0
|
$
|
247.6
|
$
|
492.5
|
||||||
Ports and Terminals Operations
|
10.3
|
6.1
|
7.6
|
|||||||||
Logistics Operations
|
34.0
|
30.6
|
27.4
|
|||||||||
Warehousing Operations
|
(31.6
|
)
|
(44.6
|
)
|
(48.1
|
)
|
||||||
Shared corporate costs
|
(214.6
|
)
|
(201.8
|
)
|
(205.2
|
)
|
||||||
Total
|
$
|
(177.9
|
)
|
$
|
37.9
|
$
|
274.2
|
(1)
|
Income on Transportation includes loss on revaluation of vessels in 2017, 2016 and 2015 for $39.3 million, $16.2 million and $29.4 million respectively.
|
Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,
|
||||||||||||||||||||
2017
|
% of Net
Revenues
|
2016
|
% of Net
Revenues
|
Y2017 vs.
Y2016
% Change
|
||||||||||||||||
Maritime Operations
|
$
|
1,951.3
|
79.2
|
%
|
$
|
2,167.6
|
81.9
|
%
|
(10.0
|
)%
|
||||||||||
Ports and Terminals Operations
|
134.2
|
5.4
|
%
|
116.7
|
4.4
|
%
|
15.0
|
%
|
||||||||||||
Logistics Operations
|
229.5
|
9.3
|
%
|
190.9
|
7.2
|
%
|
20.2
|
%
|
||||||||||||
Warehousing Operations
|
149.9
|
6.1
|
%
|
126.1
|
4.8
|
%
|
18.9
|
%
|
||||||||||||
Other business
|
-
|
-
|
46.2
|
1.7
|
%
|
(100.0
|
)%
|
|||||||||||||
Total
|
$
|
2,464.9
|
100.0
|
%
|
$
|
2,647.5
|
100.0
|
%
|
(6.9
|
)%
|
Grupo TMM Operations
Income on Transportation
(1)(2)(3)
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
Y2017 vs.
Y2016
%
Change
|
||||||||||
Maritime Operations
(3)
|
$
|
24.0
|
$
|
247.6
|
(90.3
|
)%
|
||||||
Ports and Terminals Operations
|
10.3
|
6.1
|
68.9
|
%
|
||||||||
Logistics Operations
|
34.0
|
30.6
|
11.1
|
%
|
||||||||
Warehousing Operations
|
(31.6
|
)
|
(44.6
|
)
|
(29.1
|
)%
|
||||||
Shared Corporate Costs
|
(214.6
|
)
|
(201.8
|
)
|
6.3
|
%
|
||||||
Total
|
$
|
(177.9
|
)
|
$
|
37.9
|
(569.4
|
)%
|
(1) |
Income on Transportation reflects revenues on transportation less operating costs and expenses. References to “Operating Income” in this Annual Report refer to Income on Transportation, plus/minus the effect of “Other Income (Expense) – Net” as presented in the accompanying Audited Consolidated Financial Statements.
|
(2) |
To better reflect Grupo TMM’s corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2017 and 2016, separating human resources and information technology costs to be allocated to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: In 2017: $15.5 million in Ports and Terminals Operations, $33.2 million in Maritime Operations and $205.6 million in shared corporate costs. Income on transportation includes the following allocated total administrative costs: In 2016: $18.4 million in Ports and Terminals Operations, $35.5 million in Maritime Operations and $194.2 million in shared corporate costs.
|
(3) |
Income on Transportation includes loss on revaluation of vessels in 2017 and 2016 for $39.3 million and $16.2 million respectively.
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
Y2017
vs.
Y2016
% Change
|
||||||||||
Other income – net
|
$
|
3,217.7
|
$
|
52.8
|
5,994.1
|
%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
Y2017
vs.
Y2016
% Change
|
||||||||||
Provision (Benefit) expenses from income taxes
|
$
|
516.7
|
$
|
(268.6
|
)
|
(292.4
|
)
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
Y2017
vs.
Y2016
% Change
|
||||||||||
Non-controlling interest
|
$
|
2.0
|
$
|
1.4
|
42.9
|
%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
Y2017
vs.
Y2016
% Change
|
||||||||||
Net Income (Loss) for the year attributable to stockholders of Grupo TMM
|
$
|
1,327.6
|
$
|
(508.0
|
)
|
(361.3
|
)%
|
Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,
|
||||||||||||||||||||
2016
|
% of Net
Revenues
|
2015
|
% of Net
Revenues
|
Y2016 vs.
Y2015
% Change
|
||||||||||||||||
Maritime Operations
|
$
|
2,167.6
|
81.9
|
%
|
$
|
2,770.9
|
84.9
|
%
|
(21.8
|
)%
|
||||||||||
Ports and Terminals Operations
|
116.7
|
4.4
|
%
|
114.2
|
3.5
|
%
|
2.2
|
%
|
||||||||||||
Logistics Operations
|
190.9
|
7.2
|
%
|
169.7
|
5.2
|
%
|
12.5
|
%
|
||||||||||||
Warehousing Operations
|
126.1
|
4.8
|
%
|
133.1
|
4.1
|
%
|
(5.3
|
)%
|
||||||||||||
Other business
(*)
|
46.2
|
1.7
|
%
|
74.0
|
2.3
|
%
|
(37.6
|
)%
|
||||||||||||
Total
|
$
|
2,647.5
|
100.0
|
%
|
$
|
3,261.9
|
100.0
|
%
|
(18.8
|
)%
|
(*) |
Represents certain new businesses which are in development.
|
Grupo TMM Operations
Income on Transportation
(1)(2)(3)
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Y2016 vs.
Y2015
%
Change
|
||||||||||
Maritime Operations
(3)
|
$
|
247.6
|
$
|
492.5
|
(49.7
|
)%
|
||||||
Ports and Terminals Operations
|
6.1
|
7.6
|
(19.7
|
)%
|
||||||||
Logistics Operations
|
30.6
|
27.4
|
11.7
|
%
|
||||||||
Warehousing Operations
|
(44.6
|
)
|
(48.1
|
)
|
(7.3
|
)%
|
||||||
Shared Corporate Costs
|
(201.8
|
)
|
(205.2
|
)
|
(1.7
|
)%
|
||||||
Total
|
$
|
37.9
|
$
|
274.2
|
(86.2
|
)%
|
(1) |
Operating results are reported as Transportation profit in the accompanying Audited Consolidated Financial Statements.
|
(2) |
To better reflect Grupo TMM’s corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2016 and 2015, separating human resources and information technology costs to be allocated to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: In 2016: $18.4 million in Ports and Terminals Operations, $35.5 million in Maritime Operations and $194.2 million in shared corporate costs. Income on transportation includes the following allocated total administrative costs: In 2015: $15.4 million in Ports and Terminals Operations, $30.1 million in Maritime Operations and $199.1 million in shared corporate costs.
|
(3) |
Income on Transportation includes loss on revaluation of vessels in 2016 and 2015 for $16.2 million and $29.4 million respectively.
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Y2016
vs.
Y2015
% Change
|
||||||||||
Other income – net
|
$
|
52.8
|
$
|
187.0
|
(71.8
|
)%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Y2016
vs.
Y2015
% Change
|
||||||||||
(Benefit) expenses from income taxes
|
$
|
(268.6
|
)
|
$
|
698.5
|
(138.5
|
)
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Y2016
vs.
Y2015
% Change
|
||||||||||
Non-controlling interest
|
$
|
1.4
|
$
|
(2.3
|
)
|
(160.9
|
)%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Y2016
vs.
Y2015
% Change
|
||||||||||
Net (Loss) for the year attributable to stockholders of Grupo TMM
|
$
|
(508.0
|
)
|
$
|
(1,016.6
|
)
|
(50.0
|
)%
|
§ |
loans and receivables
|
§ |
financial assets at fair value through profit or loss
|
§ |
held-to-maturity investments
|
§ |
available-for-sale financial assets.
|
§ |
Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities;
|
§ |
Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;
|
§ |
Level 3: non-observable data for the asset or liability.
|
§ |
Represents a significant separate line of business or a geographic area of operations;
|
§ |
Is part of a specific coordinated plan to dispose of a significant separate line of business; or
|
§ |
Is a subsidiary acquired solely for the purpose of sale.
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(in thousands of Pesos)
|
||||||||||||
Operating activities
|
$
|
381,690
|
$
|
610,782
|
$
|
612,381
|
||||||
Investing activities
|
(218,508
|
)
|
(74,352
|
)
|
792,154
|
|||||||
Financing activities
|
(581,738
|
)
|
(744,478
|
)
|
(1,165,762
|
)
|
||||||
Currency exchange effect on cash
|
(22,594
|
)
|
65,393
|
63,540
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
(441,150
|
)
|
(142,655
|
)
|
302,313
|
|||||||
Cash and cash equivalents at beginning of year
|
902,704
|
1,045,359
|
743,046
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
461,554
|
$
|
902,704
|
$
|
1,045,359
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(in thousands of Pesos)
|
||||||||||||
Income (Loss) before provision for income taxes
|
$
|
1,846,311
|
$
|
(775,179
|
)
|
$
|
(301,930
|
)
|
||||
Gain from the loss of control of TMM DM
|
(3,458,467
|
)
|
-
|
-
|
||||||||
Depreciation and amortization and other amortization
|
647,530
|
631,264
|
748,839
|
|||||||||
(Loss) gain on sale of fixed assets—net
|
(330
|
)
|
(56,491
|
)
|
26,131
|
|||||||
Sale of subsidiaries
|
273,032
|
-
|
(171,505
|
)
|
||||||||
Provision for interests on debt
|
1,039,856
|
783,458
|
714,520
|
|||||||||
(Gain) loss from exchange differences
|
(4,545
|
)
|
69,826
|
46,273
|
||||||||
Total changes in operating assets and liabilities
|
38,303
|
(42,096
|
)
|
(449,947
|
)
|
|||||||
Net cash provided by operating activities
|
$
|
381,690
|
$
|
610,782
|
$
|
612,381
|
Years Ended December 31,
|
||||||||||||
2017
(a)
|
2016
(b)
|
2015
(c)
|
||||||||||
Capital Expenditures by Segment:
Ports and Terminals Operations
|
$
|
9.0
|
$
|
1.1
|
$
|
3.4
|
||||||
Maritime Operations
|
64.1
|
160.7
|
78.5
|
|||||||||
Warehousing Operations
|
-
|
0.1
|
0.5
|
|||||||||
Corporate
|
7.1
|
0.2
|
20.0
|
|||||||||
Total
|
$
|
80.2
|
$
|
162.1
|
$
|
102.4
|
(a) |
In 2017, capital expenditures included: (i) Ports and Terminals Operations: $9.0 million in acquisition and equipment improvements and construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $64.1 million in acquisition and equipment improvements; and (iii) Corporate: $7.1 million in fixed assets and other strategic corporate projects.
|
(b) |
In 2016, capital expenditures included: (i) Ports and Terminals Operations: $1.0 million in acquisition and equipment improvements and $0.1 million in construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $10.8 million in acquisition and equipment improvements and $149.9 million in construction projects; and (iii) Corporate: $0.2 million in fixed assets and other strategic corporate projects.
|
(c) |
In 2015, capital expenditures included: (i) Ports and Terminals Operations: $0.8 million in acquisition and equipment improvements and $2.6 million in construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $56.0 million in acquisition and equipment improvements and $22.5 million in construction projects; and (iii) Corporate: $20.0 million in fixed assets and other strategic corporate projects.
|
Years Ended December 31,
|
||||||||||||
2017
(a)
|
2016
(b)
|
2015
(c)
|
||||||||||
Capital Divestitures:
|
||||||||||||
Sale of shares of subsidiaries
|
$
|
67.0
|
$
|
-
|
$
|
829.9
|
||||||
Other assets
|
7.1
|
87.7
|
64.6
|
|||||||||
Total
|
$
|
74.1
|
$
|
87.7
|
$
|
894.5
|
(a) |
In 2017, capital divestitures included $7.1 million from the sale of a vessel (Rey de coliman).
|
(b) |
In 2016, capital divestitures included $87.7 million from the sale of land.
|
(c) |
In 2015, capital divestitures included $64.6 million from the sale of vessels and terminal equipment and completion of the sale of the Company’s subsidiary Terminal Marítima de Tuxpan, S.A. de C.V.(c)
|
Indebtedness
(1)
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|||||||||||||||
(in thousands of Pesos, unless noted otherwise)
|
||||||||||||||||||||
Parcel Tanker Vessels and Tugboat Financings
(2)
|
309,638
|
53,306
|
53,152
|
-
|
416,096
|
|||||||||||||||
Investors
(3)
|
100,009
|
-
|
-
|
-
|
100,009
|
|||||||||||||||
Land and Logistics Equipment Financing
(4)
|
17,218
|
21,246
|
-
|
-
|
38,464
|
|||||||||||||||
Refinancing Acquisition ADEMSA
(5)
|
24,252
|
29,603
|
-
|
-
|
53,855
|
|||||||||||||||
Working Capital
(6)
|
5,885
|
9,800
|
1,587
|
-
|
17,272
|
|||||||||||||||
Other Debt
(7)
|
34,559
|
39,118
|
16,812
|
-
|
90,489
|
|||||||||||||||
Total
|
$
|
491,561
|
$
|
153,073
|
$
|
71,551
|
-
|
$
|
716,185
|
Financial Lease Obligations
(8)
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|||||||||||||||
Vessel, Transportation Equipment and Other Operating Leases
|
$
|
39,619
|
$
|
79,346
|
$
|
96,999
|
$
|
117,860
|
$
|
333,824
|
||||||||||
Total
|
$
|
39,619
|
$
|
79,346
|
$
|
96,999
|
$
|
117,860
|
$
|
333,824
|
Operating Lease Obligations
(9)
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|||||||||||||||
Vessel, Transportation Equipment and Other Operating Leases
|
$
|
77,589
|
$
|
143,067
|
$
|
158,278
|
$
|
617,718
|
$
|
996,652
|
||||||||||
Total
|
$
|
77,589
|
$
|
143,067
|
$
|
158,278
|
$
|
617,718
|
$
|
996,652
|
(1) |
These amounts include principal payments and accrued and unpaid interest as of December 31, 2017.
|
(2) |
Debt allocated in two companies: The first financing is in connection with the financing of two parcel tanker vessels, allocated on a special purpose company, denominated in US Dollars. The these lines of credit were scheduled to mature in June 2017, with a balloon payment of $320,624, monthly principal and interest payments with a weighted average rate of 6.96% per annum; in 2017, the Company refinanced the payment schedule, extending the maturity for one more year to June 2018 with a balloon payment of $217,089, monthly principal and interest payments with a weighted average rate of 4.64% per annum. The second financing is in connection with the acquisition of one tugboat, denominated in Euros; this line of credit matures in November 2022, with semi-annual principal and interest payments at a fixed rate of 7.0% per annum.
|
(3)
|
Debt in connection with the cancellation of the Securitization Facility, denominated in US Dollars. The original maturity of these lines of credit was January 2017, semiannual interest payments and fixed rate of 11.25% per annum. The Company granted a reschedule of the balance extending the maturity to July 2018, with monthly interest payments at a fixed rate of 11.25% per annum.
|
(4) |
Debt in connection with the land & logistics equipment financing, denominated in Mexican Pesos. Line of credit denominated in Pesos, maturing in December 2019, with monthly interest and principal payments at a fixed rate of 12.0% per annum.
|
(5) |
Debt in connection with ADEMSA acquisition refinancing, denominated in US Dollars. The Company refinanced the payment schedule, extending the maturity of this line of credit to December 2019, with quarterly principal and interest payments, with a variable rate of 7.82% per annum as of December 31, 2017.
|
(6) |
Debt for working capital and to strength agricultural activities of ADEMSA. Various lines of credit denominated in Mexican Pesos, with different maturities between October 2017 and August 2021, monthly interest and principal payments with a weighted average rate of 10.72% per annum as of December 31, 2017.
|
(7) |
Debt allocated in different companies for working capital and letter of credit issuances. Various lines of credit denominated in Mexican Pesos, with maturities between September 2018 and March 2022, with monthly principal and interest payments, variable rate; the weighted average rate was 11.39% per annum as of December 31, 2017.
|
(8) |
Financial lease agreement for purchasing AHTS vessel, denominated in US Dollars, maturing in November 2026, with monthly interest and principal payments and fixed rate of 15.92%.
|
(9) |
These amounts include the minimum lease payments.
|
Name
|
Principal Occupation
|
Years as a
Director or
Alternate
Director
|
Age
|
||||||
Directors
|
|||||||||
José F. Serrano Segovia
|
Chairman of the Board of Grupo TMM
|
46
|
77
|
||||||
Ignacio Rodríguez Rocha
|
Attorney and First Vice-chairman of Grupo TMM
|
27
|
82
|
||||||
Maria Josefa Cuevas de Serrano
|
Private Investor
|
12
|
72
|
||||||
Francisco Javier García-Sabaté Palazuelos
|
Private Investor
|
3
|
66
|
||||||
Carlos Viveros Figueroa
|
Private Investor
|
4
|
77
|
||||||
Miguel Alemán Velasco
|
Private Investor
|
9
|
86
|
||||||
Miguel Alemán Magnani
|
Private Investor
|
9
|
52
|
||||||
Alternate Directors
|
|||||||||
Vanessa Serrano Cuevas
|
President Deputy Director
|
2
|
43
|
Position in the Board of Directors
|
Term
|
Chairman
|
7 years
|
Vice-Chairman
|
7 years
|
Second Vice-Chairman
|
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her. This position is currently vacant.)
|
Other Board Directors
|
1 year
|
Name
|
Position
|
Years of
Service
|
Executive
Officer
|
|||||||
Corporate Directors
|
||||||||||
José F. Serrano Segovia
|
Chairman of the Board and Chief Executive Officer
|
46
|
26
|
|||||||
Jacinto David Marina Cortés
|
Deputy Chief Executive Officer
|
27
|
27
|
|||||||
Carlos Pedro Aguilar Méndez
|
Deputy Chief Executive Officer and Chief Financial Officer and Administrative Director
|
28
|
11
|
|||||||
Silvia Millán Hernández
|
Corporate Human Resources Director
|
31
|
3
|
|||||||
Elvira Ruiz Carreño
|
Corporate Audit Director
|
22
|
15
|
|||||||
Marco Augusto Martínez Avila
|
Corporate Legal Director
|
10
|
5
|
|||||||
Business Unit Directors
|
||||||||||
Luis Manuel Ocejo Rodríguez
|
Director, Maritime Transportation
|
35
|
11
|
|||||||
Gustavo Adolfo Madero Nieto
|
Director, Ports and Terminals
|
2
|
2
|
§ |
overseeing the accounting and financial reporting processes of the Company;
|
§ |
discussing the financial statements of the Company with all parties responsible for preparing and reviewing such statements, and advising the Board of Directors on their approval thereof;
|
§ |
overseeing compliance with legal and regulatory requirements and overseeing audits of the financial statements of the Company;
|
§ |
evaluating the performance of the Company’s external auditor and its independent status;
|
§ |
advising the Board of Directors on the compliance of the Company’s or any of its subsidiaries’ internal controls, policies and in-house auditing, and identifying any deficiencies in accordance with the Bylaws of the Company and applicable regulations;
|
§ |
providing sufficient opportunity for a private meeting between members of our internal and external auditors and the Audit Committee, who may also request additional information from employees and legal counsel;
|
§ |
providing support to the Board of Directors in supervising and reviewing the Company’s corporate accounting and disclosure policies and discussing guidelines and policies to govern the process of risk assessment with management;
|
§ |
advising the Board of Directors on any audit-related issues in accordance with the Bylaws of the Company and applicable regulations;
|
§ |
assisting the Board of Directors in the selection of the external auditor (subject to approval by vote of the shareholders);
|
§ |
reviewing the financial statements and the external auditor’s report. The Committee may request that the external auditor be present when reviewing such reports, in addition to the Committee’s mandatory meeting with the external auditor at least once a year;
|
§ |
preparing the Board of Directors’ opinion on the Chairman’s annual report and submitting it at the Shareholders’ Meeting for its approval; and
|
§ |
overseeing compliance by the Company’s chief executive officer with decisions made at a Shareholders’ Meeting or a Board of Directors meeting.
|
§ |
requesting an opinion from independent experts as the Committee might see fit, in accordance with applicable regulations;
|
§ |
calling Shareholders’ Meetings and reviewing the agenda;
|
§ |
supporting the Board of Directors in preparing its reports in accordance with the Bylaws of the Company and applicable regulations;
|
§ |
suggesting procedures for hiring the Company’s chief executive officer, chief financial officer and senior executive officers;
|
§ |
reviewing human resources policies, including senior executive officers’ performance evaluation policies, promotions and structural changes to the Company;
|
§ |
assisting the Board of Directors in evaluating senior executive officers’ performance;
|
§ |
evaluating executive officer’s compensation. The Company is not required under Mexican law to obtain shareholder approval for equity compensation plans; the Board of Directors is required to approve the Company’s policies on such compensation plans;
|
§ |
reviewing related party transactions; and
|
§ |
performing any activity set forth in the Mexican Securities Law.
|
Shareholder
|
Number
of Shares
|
Percentage of
Shares
Outstanding
|
||||||
José F. Serrano Segovia (a)
|
44,867,943
|
43.9
|
%
|
a) |
Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Segovia Family beneficially owns 49,452,327 Shares, including 37,100,478 Shares held by
VEX, a Mexican corporation in which José F. Serrano Segovia holds 100% of the voting stock,
and 500 Shares beneficially owned by Promotora Servia, S.A. de C.V. (“Promotora”), a Mexican corporation controlled by José F. Serrano Segovia, and which are owned directly by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (“Servicios”), a Mexican corporation.
|
Shares
|
||||||||
Previous five years:
|
High
|
Low
|
||||||
2013
|
2.93
|
1.80
|
||||||
2014
|
7.85
|
2.20
|
||||||
2015
|
5.10
|
3.30
|
||||||
2016
|
11.00
|
3.70
|
||||||
2017
|
6.78
|
4.40
|
Shares
|
||||||||
Previous two years (by quarter):
|
High
|
Low
|
||||||
2016:
|
||||||||
First Quarter
|
5.00
|
3.99
|
||||||
Second Quarter
|
4.33
|
3.90
|
||||||
Third Quarter
|
11.00
|
3.70
|
||||||
Fourth Quarter
|
8.20
|
6.00
|
||||||
2017:
|
||||||||
First Quarter
|
6.78
|
5.42
|
||||||
Second Quarter
|
5.90
|
5.00
|
||||||
Third Quarter
|
6.10
|
5.02
|
||||||
Fourth Quarter
|
5.75
|
4.40
|
||||||
2018:
|
||||||||
First Quarter
|
5.48
|
3.30
|
Shares
|
||||||||
Previous six months:
|
High
|
Low
|
||||||
October 31, 2017
|
5.48
|
5.00
|
||||||
November 30, 2017
|
5.24
|
4.40
|
||||||
December 31, 2017
|
5.75
|
4.53
|
||||||
January 31, 2018
|
5.48
|
5.16
|
||||||
February 28, 2018
|
5.38
|
3.39
|
||||||
March 31, 2018
|
4.20
|
3.30
|
ADS
(*)
|
||||||||
Previous five years:
|
High
|
Low
|
||||||
2013
|
1.10
|
0.71
|
||||||
2014
|
2.91
|
0.82
|
||||||
2015
|
1.58
|
1.01
|
||||||
2016
|
2.75
|
0.96
|
||||||
2017
|
1.57
|
1.03
|
(*) |
Effective June 15, 2012, the ADSs were delisted from the NYSE. The ADSs began trading on the OTC market on June 18, 2012.
|
ADS
|
||||||||
Previous two years (by quarter):
|
High
|
Low
|
||||||
2016
:
|
||||||||
First Quarter
|
1.21
|
1.00
|
||||||
Second Quarter
|
1.15
|
1.01
|
||||||
Third Quarter
|
2.75
|
0.96
|
||||||
Fourth Quarter
|
2.01
|
1.42
|
||||||
2017
:
|
||||||||
First Quarter
|
1.57
|
1.19
|
||||||
Second Quarter
|
1.54
|
1.31
|
||||||
Third Quarter
|
1.41
|
1.32
|
||||||
Fourth Quarter
|
1.27
|
1.03
|
||||||
2018
:
|
||||||||
First Quarter
|
1.11
|
0.76
|
ADS
|
||||||||
Previous six months:
|
High
|
Low
|
||||||
October 31, 2017
|
1.21
|
1.21
|
||||||
November 30, 2017
|
1.03
|
1.03
|
||||||
December 31, 2017
|
1.27
|
1.27
|
||||||
January 31, 2018
|
1.11
|
1.11
|
||||||
February 28, 2018
|
0.94
|
0.76
|
||||||
March 31, 2018
|
0.80
|
0.80
|
Position in the Board of Directors
|
Term
|
Chairman
|
7 years
|
First Vice-Chairman
|
7 years
|
Second Vice-Chairman
|
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)
|
Other Directors
|
1 year
|
Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.
|
1. |
The approval and/or modification of the annual budget, which must be approved for each fiscal year of the Company;
|
2. |
The imposition or creation of any lien on any of the assets of the Company and/or of the corporations controlled by the Company, or the resolution of the Company and/or of the corporations controlled by the Company, to guarantee obligations of the Company and/or of its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;
|
3. |
The decision to begin a new business line or the suspension of any business line developed by the Company or by any corporation in which the Company participates, either directly or indirectly;
|
4. |
Any decision related to the acquisition or sale of assets (including shares or equity interests or their equivalent, in any corporation controlled or not controlled by the Company or in which the Company has a significant share, or to any financing and/or the creation of any liens, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;
|
5. |
The determination of the manner in which the Company shall exercise its voting rights regarding shares or equity interests (or their equivalent) issued by its subsidiaries or entities in which the Company owns at least 20% of the capital stock thereof; and
|
6. |
The establishment of any committee of the Company other than the Audit and Corporate Practices Committee.
|
(i) |
They fulfill the requirements that the Bylaws and the applicable laws may stipulate for the approval of matters to be dealt with by the Board of Directors or, as the case may be, by committees of which they are members.
|
(ii) |
They make decisions or vote at the meetings of the Board of Directors or, as the case may be, committees to which they belong, based on the information provided by the relevant managers, the corporation providing the external audit services or the independent experts, whose capacity and credibility do not offer a cause for reasonable doubt.
|
(iii) |
They have selected the most suitable alternative, to the best of their knowledge and belief, or negative property damages had not been foreseeable, in both cases, based on the information available at the time of the decision.
|
(iv) |
They fulfill the resolutions of the Shareholders’ Meeting, provided these do not violate the law.
|
· |
75% or more of its gross income consists of passive income; or
|
· |
50% or more of the average quarterly value of its gross assets consists of assets that produce, or are held for the production of, passive income.
|
December 31,
|
||||||||
(in thousands of Pesos)
|
||||||||
2017
|
2016
|
|||||||
Assets
|
$
|
550,039
|
$
|
1,219,322
|
||||
Liabilities
|
(962,914
|
)
|
(1,328,109
|
)
|
||||
$
|
(412,875
|
)
|
$
|
(108,787
|
)
|
Breakdown of Fixed and Variable Rates of Financial Obligations
(1)
|
||||||||||||||||||||||||||||
Expected Maturity | ||||||||||||||||||||||||||||
Liabilities
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
Fair Value
|
|||||||||||||||||||||
(in millions of pesos)
|
||||||||||||||||||||||||||||
Long-Term Debt
|
||||||||||||||||||||||||||||
Fixed Rate
|
$
|
153.5
|
$
|
60.8
|
$
|
41.7
|
$
|
44.4
|
$
|
152.4
|
$
|
452.8
|
$
|
452.8
|
||||||||||||||
Average Interest Rate
|
11.94
|
%
|
12.46
|
%
|
13.06
|
%
|
13.76
|
%
|
14.68
|
%
|
12.91
|
%
|
**
|
|||||||||||||||
Variable Rate
|
$
|
348.1
|
$
|
54.9
|
$
|
23.6
|
$
|
17.3
|
$
|
1.1
|
$
|
445.0
|
$
|
445.0
|
||||||||||||||
Average Interest Rate
|
6.63
|
%
|
10.51
|
%
|
11.76
|
%
|
11.84
|
%
|
11.89
|
%
|
7.78
|
%
|
**
|
(1) |
Information as of December 31, 2017.
|
** |
Not applicable
|
Persons depositing or withdrawing CPOs must pay:
|
For:
|
||
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
· |
Issuance of ADSs, including issuances resulting from a distribution of CPOs or rights or other property
|
|
· | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | ||
US$.02 (or less) per ADS
|
· |
Any cash distribution to ADS registered holders
|
|
US$.02 (or less) per ADSs per calendar year
|
· |
Depositary services
|
|
A fee equivalent to the fee that would be payable if securities distributed to holders had been CPOs and the CPOs had been deposited for issuance of ADSs
|
· |
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders
|
|
Registration or transfer fees
|
· |
Transfer and registration of CPOs on the register to or from the name of the depositary or its agent when a holder deposits or withdraws CPOs
|
|
Expenses of the depositary
|
· |
Cable, telex and facsimile transmissions as expressly provided in the deposit agreement
|
|
· | Converting foreign currency to U.S. dollars | ||
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or CPO underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
· |
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
· |
As necessary
|
As of December 31,
|
||||||||
2017
|
2016
|
|||||||
Audit Fees
(a)
|
$
|
10,931.4
|
$
|
13,612.4
|
||||
Total
(b)
|
$
|
10,931.4
|
$
|
13,612.4
|
(a) |
Audit Fees—Fees relate to the review of our Annual Financial Statements and Annual Report filed with the SEC and review of other SEC filings.
|
(b) |
Total does not include Mexican tax (“
Impuesto al Valor
Agregado
” or “IVA”).
|
Contents
|
Page
|
F-1
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
* |
Filed herewith.
|
Page
|
||
Report of the independent registered public accounting firm
|
1 - 2
|
|
Consolidated statements of financial position
|
3
|
|
Consolidated statements of profit or loss
|
4
|
|
Consolidated statements of comprehensive income
|
5
|
|
Consolidated statements of changes in stockholders’ equity
|
6
|
|
Consolidated statements of cash flow
|
7
|
|
Note to the consolidated financial statements
|
8 | |
1
|
General information
|
8
|
2
|
Changes in accounting policies
|
10
|
3
|
Summary of significant accounting policies
|
12
|
4
|
Going concern
|
23
|
5
|
Acquisitions and disposals
|
24
|
6
|
Cash and cash equivalents
|
26
|
7
|
Trade receivables
|
27
|
8
|
Other accounts receivable
|
28
|
9
|
Materials and supplies
|
28
|
10
|
Prepayments
|
28
|
11
|
Leases
|
28
|
12
|
Concession rights
|
29
|
13
|
Property, vessels and equipment
|
30
|
14
|
Other non-current assets
|
32
|
15
|
Intangible assets
|
33
|
16
|
Impairment of long-lived assets
|
33
|
17
|
Financial assets and liabilities
|
35
|
18
|
Mandatorily convertible debentures into shares
|
41
|
19
|
Balances and transactions with related parties
|
42
|
|
|
Salles, Sainz – Grant Thornton, S.C.
Periférico Sur 4348
Col. Jardines del Pedregal
04500, México City
www.grantthornton.mx
|
|
2
|
Grupo TMM, S.A.B. and Subsidiaries
|
3
|
2017
|
2016
|
|||||||
Assets
|
||||||||
Current
|
||||||||
Cash and cash equivalents (Note 6)
|
$
|
461,554
|
$
|
902,704
|
||||
Trade receivables, net (Note 7)
|
250,637
|
796,369
|
||||||
Other accounts receivable (Note 8)
|
319,193
|
241,578
|
||||||
Related parties (Note 19)
|
217,188
|
59,098
|
||||||
Materials and supplies (Note 9)
|
58,061
|
106,300
|
||||||
Prepayments (Note 10)
|
11,527
|
15,280
|
||||||
Total current assets
|
1,318,160
|
2,121,329
|
||||||
Non-current
|
||||||||
Property, vessels and equipment, net (Note 13)
|
2,623,535
|
9,564,872
|
||||||
Concession rights, net (Note 12)
|
13,244
|
17,029
|
||||||
Other non-current assets (Note 14)
|
41,383
|
86,429
|
||||||
Intangible assets (Note 15)
|
127,890
|
133,642
|
||||||
Total non-current assets
|
2,806,052
|
9,801,972
|
||||||
Total assets
|
$
|
4,124,212
|
$
|
11,923,301
|
||||
Liabilities
|
||||||||
Short-term
|
||||||||
Short-term portion of the financial debt (Note 17)
|
$
|
502,361
|
$
|
740,370
|
||||
Trade payables
|
169,072
|
189,576
|
||||||
Accounts payable and accrued expenses (Note 20)
|
341,918
|
405,505
|
||||||
Related parties (Note 19)
|
34,756
|
51,515
|
||||||
Total short-term liabilities
|
1,048,107
|
1,386,966
|
||||||
Long-term
|
||||||||
Long-term portion of the financial debt (Note 17)
|
396,257
|
9,330,087
|
||||||
Employee benefits (Note 26)
|
175,560
|
164,207
|
||||||
Deferred income tax (Note 24)
|
275,226
|
78,051
|
||||||
Total long-term liabilities
|
847,043
|
9,572,345
|
||||||
Total liabilities
|
1,895,150
|
10,959,311
|
||||||
Stockholders' equity (Note 21):
|
||||||||
Share capital (103,760,541 shares authorized and issued)
|
2,216,733
|
2,216,733
|
||||||
Treasury shares (1,577,700 shares)
|
(46,805
|
)
|
(46,805
|
)
|
||||
Mandatorily convertible debentures into shares (Note 18)
|
-
|
724,100
|
||||||
Other components of equity
|
849,466
|
2,263,108
|
||||||
Accumulated losses
|
(859,159
|
)
|
(4,259,984
|
)
|
||||
Controlling interest
|
2,160,235
|
897,152
|
||||||
Non-controlling interest (Note 3.1)
|
68,827
|
66,838
|
||||||
Total stockholders' equity
|
2,229,062
|
963,990
|
||||||
Total liabilities and stockholders' equity
|
$
|
4,124,212
|
$
|
11,923,301
|
Grupo TMM, S.A.B. and Subsidiaries
|
4
|
2017
|
2016
|
2015
|
||||||||||
Revenue from transportation
|
$
|
2,464,939
|
$
|
2,647,484
|
$
|
3,261,945
|
||||||
Costs and expenses:
|
||||||||||||
Salaries, wages and employee benefits
|
571,775
|
639,913
|
697,317
|
|||||||||
Leases
|
622,908
|
621,990
|
735,328
|
|||||||||
Contracted services
|
545,541
|
550,287
|
595,243
|
|||||||||
Fuel, materials and supplies
|
317,525
|
218,960
|
237,066
|
|||||||||
Depreciation, amortization and loss from revaluation
|
562,915
|
555,244
|
672,643
|
|||||||||
Other costs and expenses
|
22,231
|
23,232
|
50,151
|
|||||||||
|
2,642,895
|
2,609,626
|
2,987,748
|
|||||||||
Transportation (loss) profit
|
(177,956
|
)
|
37,858
|
274,197
|
||||||||
Other income, net (Note 22)
|
3,217,746
|
52,870
|
186,985
|
|||||||||
Operating income
|
3,039,790
|
90,728
|
461,182
|
|||||||||
Comprehensive financing cost:
|
||||||||||||
Interest income
|
24,829
|
24,719
|
21,380
|
|||||||||
Interest expense and other financial costs (Note 23)
|
(1,210,486
|
)
|
(869,267
|
)
|
(800,232
|
)
|
||||||
Exchange (loss) gain, net
|
(7,822
|
)
|
(21,359
|
)
|
15,740
|
|||||||
|
(1,193,479
|
)
|
(865,907
|
)
|
(763,112
|
)
|
||||||
Profit (loss) before taxes
|
1,846,311
|
(775,179
|
)
|
(301,930
|
)
|
|||||||
Income tax (expense) benefit (Note 24)
|
(516,732
|
)
|
268,615
|
(698,475
|
)
|
|||||||
Profit (loss) before discontinued operations
|
1,329,579
|
(506,564
|
)
|
(1,000,405
|
)
|
|||||||
Loss on discontinued operations
|
-
|
-
|
(18,465
|
)
|
||||||||
Net profit (loss) for the year
|
$
|
1,329,579
|
$
|
(506,564
|
)
|
$
|
(1,018,870
|
)
|
||||
Attributable to:
|
||||||||||||
Non-controlling interest
|
1,989
|
1,480
|
(2,250
|
)
|
||||||||
Controlling interest
|
1,327,590
|
(508,044
|
)
|
(1,016,620
|
)
|
|||||||
|
$
|
1,329,579
|
$
|
(506,564
|
)
|
$
|
(1,018,870
|
)
|
||||
Basic and diluted profit (loss) per share (Note 27)
|
||||||||||||
Profit (loss) per share for the year from continuing operations
|
$
|
13.012
|
$
|
(4.957
|
)
|
$
|
(9.790
|
)
|
||||
Loss per share for the year from discontinued operations
|
-
|
-
|
(0.181
|
)
|
||||||||
Total profit (loss) per share for the year
|
$
|
13.012
|
$
|
(4.957
|
)
|
$
|
(9.971
|
)
|
||||
Weighted average number of shares for the year
|
102,182,841
|
102,182,841
|
102,182,841
|
Grupo TMM, S.A.B. and Subsidiaries
|
5
|
2017
|
2016
|
2015
|
||||||||||
Net profit (loss) for the year
|
$
|
1,329,579
|
$
|
(506,564
|
)
|
$
|
(1,018,870
|
)
|
||||
Other comprehensive income:
|
||||||||||||
Items that will not be subsequently reclassified to profit or loss
|
||||||||||||
Deacrease of non-controlling interest
|
-
|
-
|
(673
|
)
|
||||||||
Actuarial gains, net
|
319
|
24,863
|
4,887
|
|||||||||
Revaluation surplus (Note 28)
|
941,957
|
424,634
|
1,157,690
|
|||||||||
Income tax on other comprehensive income
|
(282,683
|
)
|
(134,849
|
)
|
(348,773
|
)
|
||||||
Total of other comprehensive income for the year
|
659,593
|
314,648
|
813,131
|
|||||||||
Comprehensive income (loss) for the year
|
$
|
1,989,172
|
$
|
(191,916
|
)
|
$
|
(205,739
|
)
|
||||
Attributable to:
|
||||||||||||
Non-controlling interest
|
$
|
1,989
|
$
|
1,480
|
$
|
(2,923
|
)
|
|||||
Controlling interest
|
1,987,183
|
(193,396
|
)
|
(202,816
|
)
|
|||||||
|
$
|
1,989,172
|
$
|
(191,916
|
)
|
$
|
(205,739
|
)
|
Grupo TMM, S.A.B. and Subsidiaries
|
6
|
|
Number of
outstanding
|
Share
capital
|
Treasury
shares
|
Mandatory
convertible
|
Accumulated
losses
|
Other
components
|
Subtotal
|
Non
controlling
|
Total
stockholders'
|
|||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balances as at December 31, 2014
|
102,182,841
|
$
|
2,216,733
|
$
|
(46,805
|
)
|
$
|
-
|
$
|
(2,964,378
|
)
|
$
|
1,363,714
|
$
|
569,264
|
$
|
68,281
|
$
|
637,545
|
|||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
(1,016,620
|
)
|
-
|
(1,016,620
|
)
|
(2,250
|
)
|
(1,018,870
|
)
|
|||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
78,002
|
735,802
|
813,804
|
(673
|
)
|
813,131
|
||||||||||||||||||||||||||
Comprehensive loss for the year
|
(202,816
|
)
|
(2,923
|
)
|
(205,739
|
)
|
||||||||||||||||||||||||||||||
Balances as at December 31, 2015
|
102,182,841
|
2,216,733
|
(46,805
|
)
|
-
|
(3,902,996
|
)
|
2,099,516
|
366,448
|
65,358
|
431,806
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
(508,044
|
)
|
-
|
(508,044
|
)
|
1,480
|
(506,564
|
)
|
||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
151,056
|
163,592
|
314,648
|
-
|
314,648
|
|||||||||||||||||||||||||||
Comprehensive loss for the year
|
(193,396
|
)
|
1,480
|
(191,916
|
)
|
|||||||||||||||||||||||||||||||
Equity portion of mandatorily convertible debentures into shares (Note 18)
|
-
|
-
|
-
|
724,100
|
724,100
|
724,100
|
||||||||||||||||||||||||||||||
Balances as at December 31, 2016
|
102,182,841
|
2,216,733
|
(46,805
|
)
|
724,100
|
(4,259,984
|
)
|
2,263,108
|
897,152
|
66,838
|
963,990
|
|||||||||||||||||||||||||
Net income for the year
|
-
|
-
|
-
|
-
|
1,327,590
|
-
|
1,327,590
|
1,989
|
1,329,579
|
|||||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
2,073,235
|
(1,413,642
|
)
|
659,593
|
-
|
659,593
|
||||||||||||||||||||||||||
Comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
1,987,183
|
1,989
|
1,989,172
|
|||||||||||||||||||||||||||
Cancellation of mandatorily convertible debentures into shares (Note 18)
|
-
|
-
|
-
|
(724,100
|
)
|
-
|
-
|
(724,100
|
)
|
-
|
(724,100
|
)
|
||||||||||||||||||||||||
Balances as at December 31, 2017
|
102,182,841
|
$
|
2,216,733
|
$
|
(46,805
|
)
|
$
|
-
|
$
|
(859,159
|
)
|
$
|
849,466
|
$
|
2,160,235
|
$
|
68,827
|
$
|
2,229,062
|
Grupo TMM, S.A.B. and Subsidiaries
|
7
|
|
2017
|
2016
|
2015
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Profit (loss) before taxes
|
$
|
1,846,311
|
$
|
(775,179
|
)
|
$
|
(301,930
|
)
|
||||
Adjustments to reconcile the profit (loss) with cash used in operating activities:
|
||||||||||||
Depreciation, amortization and loss from revaluation
|
562,915
|
555,244
|
672,643
|
|||||||||
Other amortizations
|
84,615
|
76,020
|
76,196
|
|||||||||
(Gain) loss from the sale of property, vessels and equipment, net
|
(330
|
)
|
(56,491
|
)
|
26,131
|
|||||||
Accrued interests
|
1,039,856
|
783,458
|
714,520
|
|||||||||
Gain from the loss of control of subsidiary
|
(3,458,467
|
)
|
-
|
-
|
||||||||
Exchange (gain) loss
|
(4,545
|
)
|
69,826
|
46,273
|
||||||||
Loss (gain) from the sale of subsidiaries
|
273,032
|
-
|
(171,505
|
)
|
||||||||
Changes in assets and liabilities:
|
||||||||||||
Accounts receivable
|
7,924
|
267,891
|
(266,469
|
)
|
||||||||
Other accounts receivable and related parties
|
(150,154
|
)
|
(54,580
|
)
|
(62,174
|
)
|
||||||
Materials and supplies
|
(38,936
|
)
|
(3,845
|
)
|
16,141
|
|||||||
Prepayments
|
3,753
|
6,403
|
9,230
|
|||||||||
Other accounts payable and accrued expenses
|
162,094
|
(247,901
|
)
|
(147,950
|
)
|
|||||||
Other non-current assets
|
42,269
|
36,971
|
(8,085
|
)
|
||||||||
Employee benefits
|
11,353
|
(47,035
|
)
|
9,360
|
||||||||
Total adjustments
|
(1,464,621
|
)
|
1,385,961
|
914,311
|
||||||||
Cash from operating activities
|
381,690
|
610,782
|
612,381
|
|||||||||
Cash from investment activities
|
||||||||||||
Proceeds from sale of property, vessels and equipment
|
7,059
|
87,720
|
64,677
|
|||||||||
Acquisition of property, vessels and equipment
|
(80,222
|
)
|
(162,072
|
)
|
(102,359
|
)
|
||||||
Proceeds from sale of subsidiaries
|
66,987
|
-
|
829,836
|
|||||||||
Decrease of cash and cash equivalents from the loss of control of
subsidiary (TMM DM) |
(212,332
|
)
|
-
|
-
|
||||||||
Cash (used in) from investment activities
|
(218,508
|
)
|
(74,352
|
)
|
792,154
|
|||||||
Cash flow from financing activities
|
||||||||||||
Debt contracted
|
-
|
166,509
|
30,000
|
|||||||||
Debt payments
|
(172,592
|
)
|
(173,439
|
)
|
(564,082
|
)
|
||||||
Interest paid
|
(409,146
|
)
|
(737,548
|
)
|
(631,680
|
)
|
||||||
Cash used in financing activities
|
(581,738
|
)
|
(744,478
|
)
|
(1,165,762
|
)
|
||||||
Exchange effect on cash
|
(22,594
|
)
|
65,393
|
63,540
|
||||||||
(Decrease) increase in cash and cash equivalents
|
(441,150
|
)
|
(142,655
|
)
|
302,313
|
|||||||
Cash and cash equivalents, beginning of year
|
902,704
|
1,045,359
|
743,046
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
461,554
|
$
|
902,704
|
$
|
1,045,359
|
||||||
Complementary information:
|
||||||||||||
Income tax paid
|
$
|
3,000
|
$
|
3,433
|
$
|
3,314
|
Grupo TMM, S.A.B. and Subsidiaries
|
8
|
· |
Maritime:
includes specialized offshore shipping services, clean oil, and chemical products shipping, tugboat services, bulk carrier and other activities related to the maritime transportation business.
|
· |
Ports and terminals:
includes shipping agency services, inland and seaport terminal services.
|
· |
Logistics:
includes the operations of logistics solutions services and container and railcar maintenance and repair services.
|
· |
Warehousing:
includes bonded warehouse operations and management.
|
Grupo TMM, S.A.B. and Subsidiaries
|
9
|
% of ownership
|
||||||||
2017
|
2016
|
|||||||
Maritime
|
||||||||
Transportación Marítima Mexicana, S.A. de C.V.
|
100
|
%
|
100
|
%
|
||||
Inmobiliaria Dos Naciones, S. de R.L. de C.V.
|
100
|
%
|
100
|
%
|
||||
TMM Parcel Tankers, S.A. de C.V.
|
100
|
%
|
100
|
%
|
||||
Logistics
|
||||||||
Almacenadora de Depósito Moderno, S.A. de C.V. (Warehouse)
|
100
|
%
|
100
|
%
|
||||
Autotransportación y Distribución Logística, S.A. de C.V.
|
100
|
%
|
100
|
%
|
||||
Ports and terminals
|
||||||||
TMM Logistics, S.A. de C.V.
|
100
|
%
|
100
|
%
|
||||
Prestadora de Servicios MTR, S.A. de C.V.
|
100
|
%
|
100
|
%
|
||||
Servicios Administrativos API Acapulco, S.A. de C.V.
|
51
|
%
|
51
|
%
|
||||
Administración Portuaria Integral de Acapulco S.A. de C.V.
|
51
|
%
|
51
|
%
|
||||
Payroll outsourcing
|
||||||||
Mexschiff Operación de Personal, S.A.P.I. de C.V.
|
100
|
%
|
100
|
%
|
||||
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.
|
100
|
%
|
100
|
%
|
||||
Perhafen Services Marítimos, S.A.P.I. de C.V.
|
100
|
%
|
100
|
%
|
||||
TMM Dirección Corporativa, S.A.P.I. de C.V.
|
100
|
%
|
100
|
%
|
||||
Perjomar Operadora, S.A.P.I. de C.V.
|
44
|
%
|
44
|
%
|
||||
Property leasing
|
||||||||
Inmobiliaria TMM, S.A. de C.V.
|
100
|
%
|
100
|
%
|
Grupo TMM, S.A.B. and Subsidiaries
|
10
|
Grupo TMM, S.A.B. and Subsidiaries
|
11
|
· |
performing a complete review of all the agreements to evaluate if any agreement will be accounted for as a lease, according to the new definition of lease of IFRS 16;
|
· |
deciding which transition method to adopt, either a complete retrospective application or a partial retrospective application (which means that the comparative amounts will not have to be reissued). The partial application method also provides optional help to reevaluate if existing agreements are or contain a lease agreement, as well as other help. Deciding which of these practical resources to adopt is important, since they are options that can be selected only once.
|
Grupo TMM, S.A.B. and Subsidiaries
|
12
|
· |
evaluating the current disclosures of the financial leases and the operating leases, since these are likely to form basis of the amounts that are going to be capitalized as right-of-use assets;
|
· |
determining which optional accounting simplifications are available, and if they must be applied; and evaluating the additional disclosures that will be required.
|
3.1 |
Basis of consolidation
|
Grupo TMM, S.A.B. and Subsidiaries
|
13
|
3.2 |
Business combinations
|
3.3 |
Foreign currency translation
|
Grupo TMM, S.A.B. and Subsidiaries
|
14
|
3.4 |
Cash and cash equivalents
|
3.5 |
Materials and supplies
|
3.6 |
Prepayments
|
3.7 |
Property, vessels and equipment
|
Grupo TMM, S.A.B. and Subsidiaries
|
15
|
· |
it is technically possible to complete the construction of the asset so that it can be available to be used;
|
· |
management has the intent of completing the asset to use it;
|
· |
it can be proven that the asset will generate economic benefits in the future;
|
· |
adequate technical, financial or another type of resources are available to complete the asset; and
|
· |
the disbursement attributable to the asset during its construction can be determined reliably.
|
3.8 |
Intangible assets
|
Grupo TMM, S.A.B. and Subsidiaries
|
16
|
3.9 |
Impairment testing of long-lived assets
|
3.10 |
Leased assets
|
Grupo TMM, S.A.B. and Subsidiaries
|
17
|
3.11 |
Financial instruments
|
· |
loans and receivables;
|
· |
financial assets at fair value through profit or loss;
|
· |
held-to-maturity investments;
|
· |
available-for-sale financial assets.
|
Grupo TMM, S.A.B. and Subsidiaries
|
18
|
Grupo TMM, S.A.B. and Subsidiaries
|
19
|
3.12 |
Provisions, contingent liabilities and contingent assets
|
3.13 |
Taxes on earnings
|
Grupo TMM, S.A.B. and Subsidiaries
|
20
|
3.14 |
Statutory employee profit sharing
|
3.15 |
Post-employment benefits and benefits for short-term employees
|
3.16 |
Stockholders’ equity
|
Grupo TMM, S.A.B. and Subsidiaries
|
21
|
· |
revaluation surplus, including gains from the reevaluation of vessels and properties;
|
· |
statutory reserve corresponds to the separation of earnings withheld to this reserve;
|
· |
additional paid-in capital is equivalent to the amount received in excess of the par value of the shares; and
|
· |
translation result represents the accumulated effect of the change in functional currency.
|
3.17 |
Recognition of revenue, costs and expenses, and financing costs
|
3.18 |
Information by segments
|
Grupo TMM, S.A.B. and Subsidiaries
|
22
|
3.19 |
Discontinued operations
|
· |
represents a significant separate line of business or a geographic area of operations;
|
· |
is part of a specific coordinated plan to dispose of a significant separate line of business; or
|
· |
is a subsidiary acquired solely for the purpose of future sale.
|
3.20 |
Significant management judgment in applying accounting policies and estimation uncertainty
|
Grupo TMM, S.A.B. and Subsidiaries
|
23
|
· |
Consolidated debt reduction in the amount of $10.4 billion pesos.
|
· |
A gain was generated in the loss of control of TMM DM in the amount of $3.4 billion pesos.
|
· |
The balance of stockholders’ equity amounts to $2.2 billion pesos at year end.
|
Grupo TMM, S.A.B. and Subsidiaries
|
24
|
· |
Storage and distribution of refined oil liquids;
|
· |
The development of a cruise liner terminal at a tourist port of the Mexican Caribbean.
|
· |
New ships to meet the needs that arise as a result of the Energy Reform in Mexico.
|
Grupo TMM, S.A.B. and Subsidiaries
|
25
|
TMM DM
|
Other
subsidiaries
|
Total
|
||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
$
|
212,332
|
$
|
-
|
$
|
212,332
|
||||||
Trade receivables
|
537,808
|
-
|
537,808
|
|||||||||
Other current assets
|
142,956
|
-
|
142,956
|
|||||||||
Total current assets
|
893,096
|
-
|
893,096
|
|||||||||
Non-current
|
||||||||||||
Vessels and equipment, net
|
7,442,415
|
-
|
7,442,415
|
|||||||||
Other non-current assets
|
8,530
|
340,019
|
348,549
|
|||||||||
Total assets
|
$
|
8,344,041
|
$
|
340,019
|
$
|
8,684,060
|
||||||
Short-term liabilities
|
||||||||||||
Trust certificates
|
$
|
709,589
|
-
|
$
|
709,589
|
|||||||
Other short-term liabilities
|
439,265
|
-
|
439,265
|
|||||||||
Total short-term liabilities
|
1,148,854
|
-
|
1,148,854
|
|||||||||
Long-term liabilities
|
||||||||||||
Trust certificates
|
9,731,357
|
-
|
9,731,357
|
|||||||||
Other long-term liabilities
|
922,297
|
-
|
922,297
|
|||||||||
Total liabilities
|
11,802,508
|
-
|
11,802,508
|
|||||||||
Total net assets
|
$
|
(3,458,467
|
)
|
340,019
|
$
|
(3,118,448
|
)
|
|||||
Consideration transferred
|
-
|
(66,987
|
)
|
(66,987
|
)
|
|||||||
Investment retained by Grupo TMM
|
-
|
-
|
-
|
|||||||||
(Gain) loss on the disposition of subsidiaries
|
$
|
(3,458,467
|
)
|
$
|
273,032
|
$
|
(3,185,435
|
)
|
Grupo TMM, S.A.B. and Subsidiaries
|
26
|
2017
|
2016
|
|||||||
Cash on hand
|
$
|
925
|
$
|
2,087
|
||||
Cash at banks
|
158,035
|
302,753
|
||||||
Short-term investments (a)
|
235,007
|
535,498
|
||||||
Restricted cash (b)
|
67,587
|
62,366
|
||||||
$
|
461,554
|
$
|
902,704
|
(a) |
Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.
|
(b) |
Restricted cash represents the amount required to guarantee payments according to the obligations arising from the debt agreements for the acquisition of vessels and guarantee found for the sale of Terminal Marítima de Tuxpan, S.A. de C.V.
|
Grupo TMM, S.A.B. and Subsidiaries
|
27
|
2017
|
2016
|
|||||||
Maritime
|
||||||||
Parcel tankers
|
$
|
44,024
|
$
|
42,069
|
||||
Shipyards
|
30,015
|
23,781
|
||||||
Offshore vessels
|
28,716
|
496,579
|
||||||
Tugboats
|
12,401
|
25,440
|
||||||
Bulk Carrier
|
10,698
|
-
|
||||||
Tankers
|
-
|
84,313
|
||||||
Others
|
25
|
26
|
||||||
Ports and terminals
|
||||||||
Shipping agencies
|
48,648
|
78,602
|
||||||
Port services
|
6,717
|
13,654
|
||||||
Commercial leases
|
434
|
599
|
||||||
Logistics, warehousing and other businesses
|
||||||||
Warehousing
|
55,848
|
37,415
|
||||||
Repair of containers
|
40,730
|
27,471
|
||||||
Automotive services
|
689
|
891
|
||||||
Other businesses
|
2
|
882
|
||||||
Total trade receivables
|
278,947
|
831,722
|
||||||
Allowance for doubtful accounts
|
(28,310
|
)
|
(35,353
|
)
|
||||
$
|
250,637
|
$
|
796,369
|
Grupo TMM, S.A.B. and Subsidiaries
|
28
|
2017
|
2016
|
|||||||
Recoverable taxes
|
$
|
175,268
|
$
|
28,673
|
||||
Services for port, maritime and other operations
|
97,328
|
168,105
|
||||||
Insurance claims
|
958
|
3,764
|
||||||
Employees
|
8,561
|
8,133
|
||||||
Others
|
37,078
|
32,903
|
||||||
$
|
319,193
|
$
|
241,578
|
2017
|
2016
|
|||||||
Spare parts
|
$
|
43,335
|
$
|
75,909
|
||||
Fuels
|
14,361
|
29,722
|
||||||
Others
|
365
|
669
|
||||||
$
|
58,061
|
$
|
106,300
|
2017
|
2016
|
|||||||
Prepaid expenses
|
$
|
4,775
|
$
|
7,258
|
||||
Prepaid insurance premiums
|
4,328
|
1,672
|
||||||
Fleet insurance
|
2,424
|
6,350
|
||||||
$
|
11,527
|
$
|
15,280
|
Within the
1st year
|
1 to 3
years
|
3 to 5
years
|
After 5
years
|
Total
|
||||||||||||||||
Balance at December 31, 2017
|
||||||||||||||||||||
Lease payments
|
$
|
39,619
|
$
|
79,346
|
$
|
96,999
|
$
|
117,860
|
$
|
333,824
|
||||||||||
Financial charges
|
(28,665
|
)
|
(51,346
|
)
|
(58,456
|
)
|
(12,925
|
)
|
(151,391
|
)
|
||||||||||
Present values, net
|
$
|
10,954
|
$
|
28,000
|
$
|
38,543
|
$
|
104,935
|
$
|
182,433
|
Grupo TMM, S.A.B. and Subsidiaries
|
29
|
Within the
1st year
|
1 to 3
years
|
3 to 5
years
|
After 5
years
|
Total
|
||||||||||||||||
Balance at December 31, 2016
|
||||||||||||||||||||
Lease payments
|
$
|
41,483
|
$
|
82,966
|
$
|
85,355
|
$
|
164,888
|
$
|
374,692
|
||||||||||
Financial charges
|
(31,713
|
)
|
(58,032
|
)
|
(50,937
|
)
|
(33,223
|
)
|
(173,905
|
)
|
||||||||||
Present values, net
|
$
|
9,770
|
$
|
24,934
|
$
|
34,418
|
$
|
131,665
|
$
|
200,787
|
Leased assets
|
Expire
|
Building
|
Apr. 2029
|
Cranes
|
Jul. 2020
|
Offshore vessels
|
Apr. 2018
|
Docks and equipment
|
Mar. 2018
|
Lift truck
|
Dec. 2019
|
Within the
1st year
|
1 to 3
years
|
3 to 5
years
|
After 5
years
|
Total
|
||||||||||||||||
Lease payments
|
||||||||||||||||||||
At December 31, 2017
|
$
|
77,589
|
$
|
143,067
|
$
|
158,278
|
$
|
617,718
|
$
|
996,652
|
||||||||||
At December 31, 2016
|
$
|
112,115
|
$
|
137,157
|
$
|
154,709
|
$
|
732,745
|
$
|
1,136,726
|
Grupo TMM, S.A.B. and Subsidiaries
|
30
|
2017
|
2016
|
Years to
amortize
|
||||||||||
Administración Portuaria Integral de Acapulco (a)
|
$
|
94,607
|
$
|
94,607
|
10
|
|||||||
Transportación Marítima Mexicana (b)
|
30,266
|
30,266
|
-
|
|||||||||
124,873
|
124,873
|
|||||||||||
Accumulated amortization
|
(111,629
|
)
|
(107,844
|
)
|
||||||||
Concession rights, net
|
$
|
13,244
|
$
|
17,029
|
(a) |
Concession expires June 2021.
|
(b) |
Renewal expires January 16, 2023, with the possibility of renewing for another 8 years. In January 2007, the total value of this concession was amortized prior to the renewal. Accumulated amortization for this intangible asset is $30,266
.
|
2017
|
||||||||||||||||||||||||||||||
Net balances
at year start
|
Additions
|
Disposals
|
Transfers
and others
|
Depreciation
/impairment
|
Net balances
at year end
|
Estimated
useful
lives
(years)
|
||||||||||||||||||||||||
Vessels
|
$
|
8,028,276
|
$
|
99
|
$
|
2,113
|
$
|
(6,424,674
|
)
|
(a)
|
$
|
483,338
|
(b)
|
$
|
1,118,250
|
25
|
||||||||||||||
Shipyard
|
363
|
-
|
-
|
-
|
45
|
318
|
40
|
|||||||||||||||||||||||
Major vessel maintenance
|
4,457
|
62,172
|
-
|
(1,266
|
)
|
52,755
|
12,608
|
2.5
|
||||||||||||||||||||||
Buildings and facilities
|
253,396
|
-
|
-
|
-
|
11,192
|
242,204
|
20
and 25
|
|||||||||||||||||||||||
Warehousing equipment
|
1,242
|
-
|
-
|
-
|
595
|
647
|
10
|
|||||||||||||||||||||||
Computer equipment
|
794
|
272
|
-
|
-
|
510
|
556
|
3 and 4
|
|||||||||||||||||||||||
Terminal equipment
|
3,319
|
425
|
-
|
4,118
|
977
|
6,885
|
10
|
|||||||||||||||||||||||
Ground transportation equipment
|
4,203
|
508
|
-
|
1,247
|
2,207
|
3,751
|
4.5 and 10
|
|||||||||||||||||||||||
Other equipment
|
9,556
|
226
|
-
|
(67
|
)
|
2,074
|
7,641
|
|||||||||||||||||||||||
8,305,606
|
63,702
|
2,113
|
(6,420,642
|
)
|
553,693
|
1,392,860
|
||||||||||||||||||||||||
Land
|
1,060,661
|
-
|
41
|
148,807
|
25,000
|
1,184,427
|
||||||||||||||||||||||||
Construction in progress
|
198,605
|
16,520
|
13,127
|
(155,750
|
)
|
-
|
46,248
|
|||||||||||||||||||||||
$
|
9,564,872
|
$
|
80,222
|
$
|
15,281
|
$
|
(6,427,585
|
)
|
$
|
578,693
|
$
|
2,623,535
|
Grupo TMM, S.A.B. and Subsidiaries
|
31
|
2016
|
|||||||||||||||||||||||||||||||
Net balances
at year start
|
Additions
|
Disposals
|
Transfers
and others
|
Depreciation
/impairment
|
Net balances
at year end
|
Estimated
useful
lives
(years)
|
|||||||||||||||||||||||||
Vessels
|
$
|
8,131,363
|
$
|
7,835
|
$
|
-
|
$
|
357,027
|
(a)
|
$
|
467,949
|
(b)
|
$
|
8,028,276
|
25
|
||||||||||||||||
Shipyard
|
423
|
-
|
-
|
-
|
60
|
363
|
40
|
||||||||||||||||||||||||
Major vessel maintenance
|
53,547
|
9,021
|
-
|
(208
|
)
|
57,903
|
4,457
|
2.5
|
|||||||||||||||||||||||
Buildings and facilities
|
186,937
|
11
|
4,531
|
80,593
|
(c)
|
9,614
|
253,396
|
20 and 25
|
|||||||||||||||||||||||
Warehousing equipment
|
-
|
63
|
-
|
2,076
|
897
|
1,242
|
10
|
||||||||||||||||||||||||
Computer equipment
|
552
|
254
|
-
|
465
|
477
|
794
|
3 and 4
|
||||||||||||||||||||||||
Terminal equipment
|
4,120
|
488
|
-
|
6
|
1,295
|
3,319
|
10
|
||||||||||||||||||||||||
Ground transportation equipment
|
5,506
|
1,734
|
915
|
290
|
2,412
|
4,203
|
4.5 and 10
|
||||||||||||||||||||||||
Other equipment
|
13,330
|
419
|
-
|
467
|
4,660
|
9,556
|
|||||||||||||||||||||||||
8,395,778
|
19,825
|
5,446
|
440,716
|
545,267
|
8,305,606
|
||||||||||||||||||||||||||
Land
|
880,620
|
-
|
81,568
|
(d)
|
261,609
|
(c)
|
-
|
1,060,661
|
|||||||||||||||||||||||
Construction in progress
|
276,681
|
142,247
|
-
|
(220,323
|
)
|
-
|
198,605
|
||||||||||||||||||||||||
$
|
9,553,079
|
$
|
162,072
|
$
|
87,014
|
$
|
482,002
|
$
|
545,267
|
$
|
9,564,872
|
(a) |
In 2017 is comprised primarily for revaluation surplus by $941,957 net of reduction for deconsolidation of TMM DM in a total of $7,445,415. In 2016 relates to revaluation surplus by $207,669 and the acquisition of the TMM Colima tugboat in December 2016.
|
(b) |
Includes $56,213 loss from revaluation of two vessels in 2017 and $23,3
0
4 loss from revaluation of two vessels in 2016
.
|
(c) |
In 2016 is mainly comprised of the revaluation surplus of $ 216,965 net of other transfers.
|
(d) |
It includes the sale of a real property to Optimus on June 20, 2016, with a gain for a total of $111,212. (see Note 22). The receivable derived from this sale will be capitalized as described in Note 14 below. This transaction is considered a non-cash flow transaction for purposes of presentation in the consolidated statements of cash flows
.
|
2017
|
2016
|
|||||||
Vessels
|
$
|
452,100
|
$
|
5,758,150
|
||||
Lands
|
715,616
|
715,616
|
||||||
Properties
|
156,888
|
161,527
|
||||||
$
|
1,324,604
|
$
|
6,635,293
|
Grupo TMM, S.A.B. and Subsidiaries
|
32
|
2017
|
2016
|
|||||||
Almacenes de Jugos Cítricos de México, S.A.P.I. de C.V. (a)
|
$
|
-
|
$
|
40,000
|
||||
Prepaid expenses
|
29,535
|
33,022
|
||||||
Security deposits
|
7,076
|
5,990
|
||||||
Other equity investments
|
5,989
|
5,870
|
||||||
Services & Solutions Optimus, S. de R.L. de C.V. (b)
|
(1,217
|
)
|
1,547
|
|||||
TMM División Marítima
,
S.A. de C.V. (c)
|
-
|
-
|
||||||
$
|
41,383
|
$
|
86,429
|
(a) |
In July 2014, Grupo TMM contributed $40,000 to the capital stock of Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V., which represents 21% of the voting shares. Since this entity has not started up operations as at the issue date of the consolidated financial statements, Company Management decided reserve the investment
.
|
(b) |
On February 24, 2016, Grupo TMM entered into a ‘Project Development Contract’, through its subsidiary Services & Solutions Optimus, S. de R.L. de C. V. (Optimus) with TransCanada and Sierra Oil & Gas, through its subsidiary Caoba Energia, S. de R.L. de C.V. (an unrelated third party, henceforth ‘Caoba’), whereby a petroleum liquid terminal (‘Tuxpan Project’) will be developed.
|
Grupo TMM, S.A.B. and Subsidiaries
|
33
|
(c) |
As discussed in Note 5, the Company lost control of its subsidiary TMM DM in 2017, retaining 15% equity in its capital and exercising significant influence. Accordingly, this investment has been classified as an investment in associate. As at December 31, 2017, the value of this investment is nil, since the stockholders’ equity of TMM DM is negative. Moreover, in accordance with the statutes of TMM DM, the stockholders only assume obligation in connection with their equity up to the amount thereof.
|
2017
|
||||||||||||||||||||||
Net balances
at year start
|
Additions
(Disposals)
|
Transfers
and others
|
Amortization
|
Net balances
at year end
|
Estimated
useful life
(years)
|
|||||||||||||||||
Software
|
$
|
8,114
|
$
|
-
|
$
|
(4,079
|
)
|
$
|
1,673
|
$
|
2,362
|
3 and 5
|
||||||||||
Trademark (a)
|
125,528
|
-
|
-
|
-
|
125,528
|
Indefinite
|
||||||||||||||||
$
|
133,642
|
$
|
-
|
$
|
(4,079
|
)
|
$
|
1,673
|
$
|
127,890
|
2016
|
||||||||||||||||||||||
Net balances
at year start
|
Additions
(Disposals)
|
Transfers
and others
|
Amortization
|
Net balances
at year end
|
Estimated
useful life
(years)
|
|||||||||||||||||
Software
|
$
|
10,610
|
$
|
-
|
$
|
3,320
|
$
|
5,816
|
$
|
8,114
|
3 and 5
|
|||||||||||
Trademark (a)
|
125,528
|
-
|
-
|
-
|
125,528
|
Indefinite
|
||||||||||||||||
$
|
136,138
|
$
|
-
|
$
|
3,320
|
$
|
5,816
|
$
|
133,642
|
(a) |
Corresponds to the rights on the Marmex trademark associated with the specialized maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing.
|
Grupo TMM, S.A.B. and Subsidiaries
|
34
|
2017
|
2016
|
|||||||||||||||
Growth
rate
|
Discount
rate
|
Growth
rate
|
Discount
rate
|
|||||||||||||
Vessels
|
2.00
|
%
|
7.18
|
%
|
2.00
|
%
|
7.04
|
%
|
Grupo TMM, S.A.B. and Subsidiaries
|
35
|
2017
|
2016
|
|||||||
Financial assets
|
||||||||
Valued at amortized cost
|
||||||||
Cash and cash equivalents
|
$
|
461,554
|
$
|
902,704
|
||||
Trade receivables
|
250,637
|
796,369
|
||||||
Other accounts receivable
|
143,925
|
212,905
|
||||||
Related parties
|
217,188
|
59,098
|
||||||
Total current financial assets
|
$
|
1,073,304
|
$
|
1,971,076
|
||||
Financial liabilities
|
||||||||
Valued at amortized cost
|
||||||||
Short-term portion of the financial debt
|
$
|
502,361
|
$
|
740,370
|
||||
Trade payables
|
169,072
|
189,576
|
||||||
Accounts payable and accrued expenses
|
340,426
|
394,473
|
||||||
Related parties
|
34,756
|
51,515
|
||||||
Total short-term portion of the financial debt
|
1,046,615
|
1,375,934
|
||||||
Long-term financial debt
|
396,257
|
9,330,087
|
||||||
Total financial liabilities
|
$
|
1,442,872
|
$
|
10,706,021
|
Grupo TMM, S.A.B. and Subsidiaries
|
36
|
2017
|
2016
|
|||||||
Consolidated offering
|
$
|
10,500,000
|
$
|
10,500,000
|
||||
Capitalization of interests
|
414,194
|
414,194
|
||||||
Payments made
|
(444,864
|
)
|
(444,864
|
)
|
||||
Transaction costs
|
(737,973
|
)
|
(804,170
|
)
|
||||
Subtotal
|
9,731,357
|
9,665,160
|
||||||
Interest payable
|
709,589
|
86,698
|
||||||
Subscription of mandatorily convertible debentures into shares through CBFs (see Note 18)
|
-
|
(851,054
|
)
|
|||||
Loss of control of TMM DM
|
(10,440,946
|
)
|
-
|
|||||
Long-term trust certificates
|
$
|
-
|
$
|
8,900,804
|
1. |
A partial application amounting to $129,051 was authorized to the payment of the $200,000 corresponding to the interest to be covered originally with a November 15, 2017 due date, as discussed in the foregoing paragraph, which was liquidated on that date, in the understanding that the remaining balance of $70,949 should be covered on the following interest due date.
|
2. |
It was resolved that on this occasion, without any modification of the issuance documents and without prejudice to the total payment, the change will be made of the due date from May 15, 2017 to January 31, 2018. A 9.45% annual interest rate will be applied for the calculation of the amount of interest for the period extending between November 15, 2017 and January 31, 2018. The rate will be applied that is calculated in conformity with the issue documents that would have been applicable from November 15, 2017 up to May 15, 2018.
|
Grupo TMM, S.A.B. and Subsidiaries
|
37
|
3. |
A May 15, 2018 due date that would cover the period from January 31, 2018 up to May 15, 2018 on which the interest generated by the unpaid balance of the CBFs during the corresponding period should be covered at the rate that would have been applicable from November 15, 2017 up to May 15, 2018.
|
4. |
The spin-off of TMM DM is authorized with retroactive effects as at November 1, 2017, in order for the ownership of 85% of the shares representative of the capital stock of TMM DM as the spun-off company to be transferred in benefit of the CBFs Holders, once all the corresponding corporate acts, approvals, and authorizations have been carried out.
|
1. |
The capitalization of the following amounts, which are added to the unpaid balance of the CBFs.
|
a) |
The remaining balance amounting to $70,949 of the payment amounting to $200,000 corresponding to the interest to be covered originally on the due date of November 15, 2017, and a second modification on January 31, 2018.
|
b) |
Interest in the amount of $505,669 corresponding to the period extending from May 15, 2017 up to November 15, 2017.
|
2. |
The due date was modified from January 31, 2018 in order for the first due date to be May 15, 2018. Interest generated between November 15, 2017 and May 15, 2018, as well as the corresponding payments on capital should be covered on that date.
|
3. |
The issue documents that were necessary were approved to be modified as well as the consents required from the stockholders of TMM DM, in order to implement the transfer of 85% of the shares of TMM DM in benefit of the CBFs Holders, either indirectly or through a buy and sell of stock or subscription of capital. Furthermore, Maritime Service Contract was modified and the terms in which those services are negotiated was approved as well.
|
4. |
All the necessary acts were approved and the corresponding parties were instructed to enter into the necessary amending agreements, and formal procedures with the corresponding authorities, in order to substitute the share representative of the CBFs to divide the original series by the following series:
|
a) |
Preferred (50%).- It considers payments on debt service and target capital.
|
b) |
Subordinated (20%).- It receives the excess flow after complying with the Preferred Series during each period.
|
c) |
Convertible (30%).- It receives the excess flow after complying with the Preferred and Subordinated Series. Every time that accumulated payments of the Preferred Series amount to 9% (of the opening balance of the Preferred Series), 3% of the shares of the Convertible Series may be converted into the Preferred Series. It is in this series where 85% of the representative shares of TMM DM is planned to be incorporated into the capital.
|
5. |
A 5 year extension to the original date of maturity that takes advantage of the technical and operating capacity of ships in effect for that period.
|
Grupo TMM, S.A.B. and Subsidiaries
|
38
|
2017
|
2016
|
|||||||||||||||
Short-term
|
Long-term
|
Short-term
|
Long-term
|
|||||||||||||
Payable in Mexican pesos
|
||||||||||||||||
Daimler Financial Services México, S. de R.L. de C.V
.(a)
|
$
|
17,218
|
$
|
21,246
|
$
|
1,825
|
$
|
38,462
|
||||||||
Recognition of debt and substitution of debtor for $40.9 million at a fixed rate of 12%, with monthly payments of principal and interest and maturing November 2019.
|
||||||||||||||||
Banco Autofin México, S.A. Institución de Banca Múltiple
|
19,559
|
55,930
|
19,644
|
75,487
|
||||||||||||
Five lives of credit with mortgage surety for $45.8, $34.6, $25.5, $21.6, and $8.4 million at a variable rate of the 28- day TIIE plus 450 basis points, with monthly payments of principal and interest, maturing September 2021.
|
||||||||||||||||
INPIASA, S.A. de C.V.
(b)
|
1,566
|
4,175
|
1,566
|
5,741
|
||||||||||||
Contract for two lines of credit, the first for $15.7 million and the second for $4.2 million, both at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021 and October 2016, respectively. The line amounting to $4.2 million was paid in full, and in accordance with the amortization schedule in October 2016.
|
||||||||||||||||
Banco del Bajío, S.A.
(b)
|
1,423
|
1,304
|
1,541
|
2,728
|
||||||||||||
$8.5 million line of credit at a variable rate of the 28-day TIIE plus 250 points, with monthly payments of principal and interest, and maturing November 2019.
|
||||||||||||||||
HSBC, S.A.
(b)
|
1,629
|
3,802
|
1,629
|
5,432
|
||||||||||||
$9.77 million line of credit at a variable rate of the 28-day TIIE plus 300 points, with monthly payments of principal and interest, and maturing April 2021.
|
||||||||||||||||
Caja de Ahorro Popular la Merced Sociedad de Ahorro y Préstamo, S. de R.L. de C.V.
(b)
|
-
|
-
|
1,100
|
-
|
||||||||||||
$2.64 million line of credit at a variable rate of the 28-day TIIE plus 200 points, with monthly payments of principal and interest, and maturing October 2017. The line was paid in full according to its amortization schedule in October 2017.
|
Grupo TMM, S.A.B. and Subsidiaries
|
39
|
2017 | 2016 | |||||||||||
Short-term | Long-term | Short-term | Long-term |
Banco del Bajío, S.A.
|
1,264
|
2,106
|
1,264
|
3,370
|
||||||||||||
$9.36 million line of credit at a variable rate of the 28-day TIIE plus 250 points, with monthly payments of principal and interest, and maturing August 2020.
|
||||||||||||||||
Trust certificates
|
-
|
-
|
-
|
8,814,106
|
||||||||||||
Portfolio securitization program with a variable interest rate of the 28-day TIIE annualized plus 245 basis points (at December 2017 close, this was 9.94%) maturing August 2035. See Note 5 on the loss of control of TMM DM.
|
||||||||||||||||
CI Banco S.A. Institución de Banca Múltiple
|
15,000
|
-
|
20,000
|
15,000
|
||||||||||||
$40 million line of credit at a variable rate of the 28-day TIIE plus 150 points, with monthly payments of principal and interest on outstanding balances, and maturing November 2018.
|
|
|
|
|
||||||||||||
Interest payable |
2,213
|
-
|
160,920
|
-
|
||||||||||||
59,872
|
88,563
|
209,489
|
8,960,326
|
2017 | 2016 | |||||||||||||||
Short-term
|
Long-term
|
Short-term
|
Long-term
|
|||||||||||||
Payable in US dollars
|
||||||||||||||||
DVB Bank América, NV
(c)
|
282,677
|
-
|
352,575
|
-
|
||||||||||||
Two lines of credit with mortgage surety; the first for US$25.0 million (approximately $485.2 million) at an average rate of 7.42% and maturing May 2017. The second, for US$27.5 million (approximately $542.7 million), at an average rate of 7.78%, and maturing June 2017.
The restructuring of the payment schedule and outstanding balance amounting to $16.0 million dollars (approximately $315.7 million pesos) was formalized in June 2017, with a variable Libor rate at 90 days plus 325 points, with monthly payments on principal and interest on unpaid balances, due June 2018.
|
||||||||||||||||
DEG-Deutsche Investitions – UND
(d)
|
23,682
|
29,603
|
20,105
|
55,793
|
||||||||||||
US$8.5 million line of credit with pledge surety (approximately $167.7 million) at 8.01% fixed rate, with semiannual payments of principal and interest on outstanding balances, with a two year grace period on the principal and maturing July 2014. On September 2, 2016, the restructuring of the outstanding balance amounting to $4.1 million dollars (approximately 80.9 million) by extending the due date up to December 2019, with quarterly payments on principal and interest on the unpaid balance at a variable Libor rate at 90 days plus 550 points for the first 4 quarters, 650 points for the next 4 quarters, 750 points for the net 4 quarters, and finally 900 points for the last 2 quarters.
|
||||||||||||||||
Other (e)
|
98,677
|
-
|
123,984
|
-
|
||||||||||||
Unsecured credits were contracted, each one amounting to $3.0 million dollars (approximately $59.2 million pesos) at a fixed rate of 11.25%, with semester payments on principal and interest, originally due January 2016. Both credits were contracted again in January 2017, and $1.0 million dollars on one of them was paid and both were due in July 2017. The payment rescheduling and outstanding balance amounting to $5.0 million dollars (approximately $98.7 million pesos) were formalized in July 2017, with a fixed rate of 11.25% with monthly payments on interest and principal, due July 2018.
|
Grupo TMM, S.A.B. and Subsidiaries
|
40
|
2017 | 2016 | |||||||||||
Short-term
|
Long-term
|
Short-term
|
Long-term
|
FTAI Subsea 88 Ltd
|
10,954
|
171,479
|
9,770
|
191,017
|
||||||||||||
US$10.8 million line of credit through financial leasing (approximately $213.1 million), at 15.92% fixed rate with monthly payments of principal and interest on outstanding balances and maturing November 2023.
|
||||||||||||||||
415,990
|
201,082
|
506,434
|
246,810
|
Payable in euros
|
||||||||||||||||
B V Scheepswerf Damen Gorinchem
|
26,499
|
106,612
|
24,447
|
122,951
|
||||||||||||
Opening line of credit amounting to $7.58 million euros (approximating $159.2 million), at a 7.0% fixed rate with semester payments on principal and interest on unpaid balances and due November 2022.
|
||||||||||||||||
26,499
|
106,612
|
24,447
|
122,951
|
|||||||||||||
$
|
502,361
|
$
|
396,257
|
$
|
740,370
|
$
|
9,330,087
|
(a) |
On August 2, 2016, the Company completed the restructuring process of its payment schedule.
|
(b) |
They correspond to judicial and private agreements signed for the debt recognition with respect to Deposit Certificates secured and backed by ADEMSA, related party.
|
(c) |
The Company formally completed the restructuring of the payment schedule and the new due date will be on June 18, 2018.
|
(d) |
The Company formally completed the restructuring of the payment schedule and the new due date will be on December 15, 2019.
|
(e) |
On January 31, 2017, both credits were contracted again by paying $1.0 million US dollars on one of the credits. As at the issue date of these financial statements, the Company is up to date in its obligations and completed the extension of the credit term to July 25, 2018.
|
Grupo TMM, S.A.B. and Subsidiaries
|
41
|
Maturity
|
2017
|
2016
|
||||||
2018
|
$
|
-
|
$
|
118,515
|
||||
2019
|
115,683
|
115,616
|
||||||
2020
|
65,390
|
64,040
|
||||||
2021
|
61,711
|
60,482
|
||||||
2022
|
48,538
|
157,327
|
||||||
2023 and thereafter
|
104,935
|
8,814,107
|
||||||
$
|
396,257
|
$
|
9,330,087
|
Conversion date
|
Percentage
|
Number of obligations to be
converted
|
||
September 30, 2017
|
10%
|
1,058,628
|
||
September 30, 2019
|
45%
|
4,763,828
|
||
September 30, 2022
|
45%
|
4,763,828
|
Grupo TMM, S.A.B. and Subsidiaries
|
42
|
2016
|
||||
Total issue of debentures
|
$
|
1,058,628
|
||
Financial liability component
|
69,637
|
|||
Interest payable
|
1,193
|
|||
Transaction costs
|
(13,216
|
)
|
||
Financial liability component of short-term debentures
|
$
|
57,614
|
||
Financial liability component
|
$
|
113,795
|
||
Interest payable
|
1,950
|
|||
Transaction costs
|
(21,596
|
)
|
||
Financial liability component of long-term debentures
|
$
|
94,149
|
||
Equity component
|
$
|
875,196
|
||
Interest payable
|
14,999
|
|||
Transaction costs
|
(166,095
|
)
|
||
Equity component of debentures
|
$
|
724,100
|
2017
|
2016
|
|||||||||||||||
Receivable
|
Payable
|
Receivable
|
Payable
|
|||||||||||||
Optimus (see Notes 13 and 14)
|
$
|
59,098
|
$
|
-
|
$
|
59,098
|
$
|
-
|
||||||||
SSA México, S.A. de C.V.
|
-
|
34,756
|
-
|
51,515
|
||||||||||||
TMM DM
|
158,090
|
-
|
-
|
-
|
||||||||||||
$
|
217,188
|
$
|
34,756
|
$
|
59,098
|
$
|
51,515
|
(a) |
SSA México, S.A. de C.V., is a company with which Grupo TMM and Administración Portuaria Integral de Acapulco, S.A. de C.V. conduct leasing operations and consulting.
|
(b) |
The balances with TMM DM arise due to the loss of control of the latter and are related to the maritime operations of TMM DM with the Group.
|
Grupo TMM, S.A.B. and Subsidiaries
|
43
|
2017
|
2016
|
2015
|
||||||||||
Income:
|
||||||||||||
Gain on sale of fixed assets (see Note 13)
|
$
|
-
|
$
|
54,679
|
$
|
-
|
||||||
Leases (a)
|
788
|
788
|
788
|
|||||||||
$
|
788
|
55,467
|
788
|
|||||||||
Expenses:
|
||||||||||||
Other expenses (b)
|
$
|
415
|
$
|
346
|
$
|
250
|
(a) |
Grupo TMM, S.A.B. lease operations with SSA México, S.A. de C.V.
|
(b) |
Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.
|
2017
|
2016
|
2015
|
||||||||||
Short-term benefits
|
||||||||||||
Salaries
|
$
|
31,065
|
$
|
37,768
|
$
|
40,571
|
||||||
Social security costs
|
471
|
623
|
775
|
|||||||||
$
|
31,536
|
$
|
38,391
|
$
|
41,346
|
2017
|
2016
|
|||||||
General expenses
|
$
|
143,409
|
$
|
121,589
|
||||
Purchased services
|
91,122
|
67,374
|
||||||
Operating expenses
|
42,035
|
160,413
|
||||||
Salaries and wages
|
1,678
|
3,893
|
||||||
Taxes payable
|
1,492
|
11,032
|
||||||
Other
|
62,182
|
41,204
|
||||||
$
|
341,918
|
$
|
405,505
|
Grupo TMM, S.A.B. and Subsidiaries
|
44
|
2017
|
2016
|
|||||||
CUFIN generated up to December 31, 2013
|
$
|
3,326,220
|
$
|
3,115,313
|
||||
CUFIN generated beginning 2014
|
-
|
-
|
||||||
$
|
3,326,220
|
$
|
3,115,313
|
Grupo TMM, S.A.B. and Subsidiaries
|
45
|
Statutory
reserve
|
Defined
benefit plan
|
Premium on
convertible
obligations
|
Translation
result
|
Revaluation
surplus
|
Total
|
||||||||||||||||||||
Balance at December 31, 2015
|
$
|
216,948
|
$
|
(153,845
|
)
|
$
|
77,106
|
$
|
(247,668
|
)
|
$
|
2,206,975
|
$
|
2,099,516
|
|||||||||||
Revaluation of vessels
|
-
|
-
|
-
|
-
|
424,634
|
424,634
|
|||||||||||||||||||
Defined benefit plan
|
-
|
24,863
|
-
|
-
|
-
|
24,863
|
|||||||||||||||||||
Reclassification from disposal of properties and depreciation
|
-
|
-
|
-
|
-
|
(151,056
|
)
|
(a)
|
(151,056
|
)
|
||||||||||||||||
Total before taxes
|
-
|
24,863
|
-
|
-
|
273,578
|
298,441
|
|||||||||||||||||||
Tax expense
|
-
|
(7,459
|
)
|
-
|
-
|
(127,390
|
)
|
(134,849
|
)
|
||||||||||||||||
Total net of taxes
|
-
|
17,404
|
-
|
-
|
146,188
|
163,592
|
|||||||||||||||||||
Balance at December 31, 2016
|
$
|
216,948
|
$
|
(136
,441
|
)
|
$
|
77,106
|
$
|
(247,668
|
)
|
$
|
2,353,163
|
$
|
2,263,108
|
|||||||||||
Revaluation of vessels
|
-
|
-
|
-
|
-
|
941,957
|
941,957
|
|||||||||||||||||||
Defined benefit plan
|
-
|
319
|
-
|
-
|
-
|
319
|
|||||||||||||||||||
Reclassification from disposal of properties and depreciation
|
-
|
-
|
-
|
-
|
(2,073,235
|
)
|
(a)
|
(2,073,235
|
)
|
||||||||||||||||
Total before taxes
|
-
|
319
|
-
|
-
|
(1,131,278
|
)
|
(1,130,959
|
)
|
|||||||||||||||||
Tax expense
|
-
|
(96
|
)
|
-
|
-
|
(282,587
|
)
|
(282,683
|
)
|
||||||||||||||||
Total net of taxes
|
-
|
223
|
-
|
-
|
(1,413,865
|
)
|
(1,413,642
|
)
|
|||||||||||||||||
Balance at December 31, 2017
|
$
|
216,948
|
$
|
(136,218
|
)
|
$
|
77,106
|
$
|
(247,668
|
)
|
$
|
939,298
|
$
|
849,466
|
(a) |
It corresponds to the reclassification of the revaluation surplus to accumulated losses from the sale of properties and to the depreciation of the period of revaluation of properties and vessels.
|
2017
|
2016
|
2015
|
||||||||||
Gain from loss of control of subsidiary TMMDM (see Note 5)
|
$
|
3,458,467
|
$
|
-
|
$
|
-
|
||||||
Loss from the sale of subsidiaries (a)
|
(273,032
|
)
|
-
|
171,505
|
||||||||
Recoveries of taxes paid in prior years, net of expenses for recovery
|
43,884
|
-
|
-
|
|||||||||
Cancellation of liabilities
|
1,688
|
2,076
|
5,859
|
|||||||||
Cancellation of projects
|
(13,127
|
)
|
(6,240
|
)
|
(4,948
|
)
|
||||||
Income from sale of fixed assets (b) (Note 13)
|
-
|
56,534
|
-
|
|||||||||
Other, net
|
(134
|
)
|
500
|
14,569
|
||||||||
$
|
3,217,746
|
$
|
52,870
|
$
|
186,985
|
(a) |
In 2017 and 2015, corresponds to the income from the sale of subsidiaries (see Note 5).
|
(b) |
It includes the sale of a land to Optimus on June 20, 2016 (see Note 13 and 14).
|
Grupo TMM, S.A.B. and Subsidiaries
|
46
|
2017
|
2016
|
2015
|
||||||||||
Interest on trust certificates
|
$
|
942,266
|
$
|
684,829
|
$
|
618,818
|
||||||
Interest on other loans
|
97,590
|
98,630
|
95,713
|
|||||||||
Transaction cost of mandatorily convertible debentures into shares
|
87,482
|
-
|
-
|
|||||||||
Amortization of trust certificate transaction cost
|
75,209
|
76,152
|
75,224
|
|||||||||
Amortization of transaction cost associated with other loans
|
4,137
|
6,011
|
4,754
|
|||||||||
Other financial expenses
|
3,802
|
3,645
|
5,735
|
|||||||||
Valuation of interest rate hedge (CAP)
|
-
|
-
|
(12
|
)
|
||||||||
$
|
1,210,486
|
$
|
869,267
|
$
|
800,232
|
2017
|
2016
|
2015
|
||||||||||
Income tax
|
$
|
(3,000
|
)
|
$
|
(3,433
|
)
|
$
|
(3,314
|
)
|
|||
Deferred income tax
|
(513,732
|
)
|
272,048
|
(695,161
|
)
|
|||||||
Total income tax (benefit) expense
|
$
|
(516,732
|
)
|
$
|
268,615
|
$
|
(698,475
|
)
|
Grupo TMM, S.A.B. and Subsidiaries
|
47
|
2017
|
2016
|
2015
|
||||||||||
Profit (loss) before taxes
|
$
|
1,846,311
|
$
|
(775,179
|
)
|
$
|
(301,930
|
)
|
||||
Income tax
|
(553,893
|
)
|
232,554
|
90,579
|
||||||||
(Decrease) increase from:
|
||||||||||||
Difference in depreciation and amortization
|
503,479
|
48,701
|
(232,397
|
)
|
||||||||
Revaluation surplus
|
265,723
|
132,019
|
320,467
|
|||||||||
Income recognized in advance
|
(1,678
|
)
|
(8,261
|
)
|
(11,409
|
)
|
||||||
Materials and supplies
|
5,503
|
(15,673
|
)
|
(14,497
|
)
|
|||||||
Inflationary and currency exchange effects on monetary assets and liabilities, net
|
(203,983
|
)
|
(102,928
|
)
|
(87,765
|
)
|
||||||
Tax losses – net
|
(1,255,433
|
)
|
116,906
|
(498,884
|
)
|
|||||||
Provisions and allowance for doubtful accounts
|
(183,963
|
)
|
(63,803
|
)
|
(143,685
|
)
|
||||||
Difference between the tax and book value for the sale of assets
|
(435
|
)
|
(60,277
|
)
|
(49,084
|
)
|
||||||
Difference between the tax and book value for the sale of shares
|
956,613
|
20,136
|
7,902
|
|||||||||
Non-deductible expenses
|
(48,665
|
)
|
(30,759
|
)
|
(79,702
|
)
|
||||||
Provision for income tax
|
$
|
(516,732
|
)
|
$
|
268,615
|
$
|
(698,475
|
)
|
2017
|
2016
|
|||||||
Portion of tax loss carryforwards for subsequent years
|
$
|
(279,334
|
)
|
$
|
1,543,387
|
|||
Inventories and provisions – net
|
65,091
|
40,964
|
||||||
Concession rights and property, vessels and equipment
|
(619,651
|
)
|
(1,662,402
|
)
|
||||
Total deferred tax liability
|
$
|
(275,226
|
)
|
$
|
(78,051
|
)
|
Year in which the
loss was incurrred
|
Amounts
|
Year of expiration
|
||||||
2008
|
$
|
109,685
|
2018
|
|||||
2009
|
389,543
|
2019
|
||||||
2010
|
537,231
|
2020
|
||||||
2011
|
352,239
|
2021
|
||||||
2012
|
538,601
|
2022
|
||||||
2013
|
389,355
|
2023
|
||||||
2014
|
244,640
|
2024
|
||||||
2015
|
151,575
|
2025
|
||||||
2016
|
488,472
|
2026
|
||||||
2017
|
108,450
|
2027
|
||||||
$
|
3,309,791
|
Grupo TMM, S.A.B. and Subsidiaries
|
48
|
December 31, 2017
|
Specialized
maritime
division
|
Logistics
division
|
Ports and
terminal
division
|
Warehousing
division
|
Other
businesses
and shared
accounts
|
Total
consolidated
|
||||||||||||||||||
Revenue
|
$
|
1,951,320
|
$
|
229,529
|
$
|
134,196
|
$
|
149,894
|
$
|
-
|
$
|
2,464,939
|
||||||||||||
Costs and expenses
|
(1,386,282
|
)
|
(193,826
|
)
|
(112,771
|
)
|
(180,356
|
)
|
(1,123
|
)
|
(1,874,358
|
)
|
||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(205,622
|
)
|
(205,622
|
)
|
||||||||||||||||
Depreciation and amortization
|
(541,030
|
)
|
(1,660
|
)
|
(11,143
|
)
|
(1,205
|
)
|
(7,877
|
)
|
(562,915
|
)
|
||||||||||||
Trasnportation profit (loss)
|
$
|
24,008
|
$
|
34,043
|
$
|
10,282
|
$
|
(31,667
|
)
|
$
|
(214,622
|
)
|
$
|
(177,956
|
)
|
|||||||||
Costs, expenses and revenue not allocated
|
1,507,535
|
|||||||||||||||||||||||
Net profit for the year
|
$
|
1,329,579
|
||||||||||||||||||||||
Total assets by operating segment
|
$
|
5,617,173
|
$
|
38,833
|
$
|
1,904,928
|
$
|
153,196
|
$
|
-
|
$
|
7,714,130
|
||||||||||||
Shared assets
|
(3,589,918
|
)
|
(3,589,918
|
)
|
||||||||||||||||||||
Total assets
|
$
|
5,617,173
|
$
|
38,833
|
$
|
1,904,928
|
$
|
153,196
|
$
|
(3,589,918
|
)
|
$
|
4,124,212
|
|||||||||||
Total liabilities by operating segment
|
$
|
849,416
|
$
|
19,425
|
$
|
256,121
|
$
|
56,296
|
$
|
-
|
$
|
1,181,258
|
||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
713,892
|
713,892
|
||||||||||||||||||
Total liabilities
|
$
|
849,416
|
$
|
19,425
|
$
|
256,121
|
$
|
56,296
|
$
|
713,892
|
$
|
1,895,150
|
||||||||||||
Total capital expenditures by segment
|
$
|
64,054
|
$
|
-
|
$
|
9,034
|
$
|
42
|
$
|
-
|
$
|
73,130
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
7,092
|
7,092
|
||||||||||||||||||
Total capital expenditures
|
$
|
64,054
|
$
|
-
|
$
|
9.034
|
$
|
42
|
$
|
7,092
|
$
|
80,222
|
Grupo TMM, S.A.B. and Subsidiaries
|
49
|
December 31, 2016
|
Specialized
maritime
division
|
Logistics
division
|
Ports and
terminal
division
|
Warehousing
division
|
Other
businesses
and shared
accounts
|
Total
Consolidated
|
||||||||||||||||||
Revenue
|
$
|
2,167,585
|
$
|
190,902
|
$
|
116,708
|
$
|
126,070
|
$
|
46,219
|
$
|
2,647,484
|
||||||||||||
Costs and expenses
|
(1,385,458
|
)
|
(158,403
|
)
|
(100,109
|
)
|
(169,737
|
)
|
(46,460
|
)
|
(1,860,167
|
)
|
||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(194,215
|
)
|
(194,215
|
)
|
||||||||||||||||
Depreciation and amortization
|
(534,525
|
)
|
(1,908
|
)
|
(10,489
|
)
|
(947
|
)
|
(7,375
|
)
|
(555,244
|
)
|
||||||||||||
Transportation profit (loss)
|
$
|
247,602
|
$
|
30,591
|
$
|
6,110
|
$
|
(44,614
|
)
|
$
|
(201,831
|
)
|
$
|
37,858
|
||||||||||
Costs, expenses and revenue not allocated
|
(544,422
|
)
|
||||||||||||||||||||||
Net loss for the year
|
$
|
(506,564
|
)
|
|||||||||||||||||||||
Total assets by operating segment
|
$
|
12,830,358
|
$
|
25,929
|
$
|
1,739,936
|
$
|
148,828
|
$
|
-
|
$
|
14,745,051
|
||||||||||||
Shared assets
|
-
|
-
|
-
|
-
|
(2,821,750
|
)
|
(2,821,750
|
)
|
||||||||||||||||
Total assets
|
$
|
12,830,358
|
$
|
25,929
|
$
|
1,739,936
|
$
|
148,828
|
$
|
(2,821,750
|
)
|
$
|
11,923,301
|
|||||||||||
Total liabilities by operating segment
|
$
|
11,107,505
|
$
|
23,874
|
$
|
276,772
|
$
|
47,681
|
$
|
-
|
$
|
11,455,832
|
||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
(496,521
|
)
|
(496,521
|
)
|
||||||||||||||||
Total liabilities
|
$
|
11,107,505
|
$
|
23,874
|
$
|
276,772
|
$
|
47,681
|
$
|
(496,521
|
)
|
$
|
10,959,311
|
|||||||||||
Total capital expenditures by segment
|
$
|
160,691
|
$
|
-
|
$
|
1,087
|
$
|
139
|
$
|
-
|
$
|
161,917
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
155
|
155
|
||||||||||||||||||
Total capital expenditures
|
$
|
160,691
|
$
|
-
|
$
|
1,087
|
$
|
139
|
$
|
155
|
$
|
162,072
|
December 31, 2015
|
Specialized
maritime
division
|
Logistics
division
|
Ports and
terminal
division
|
Warehousing
division
|
Other
businesses
and shared
accounts
|
Total
Consolidated
|
||||||||||||||||||
Revenue
|
$
|
2,770,891
|
$
|
169,709
|
$
|
114,225
|
$
|
133,170
|
$
|
73,950
|
$
|
3,261,945
|
||||||||||||
Costs and expenses
|
(1,630,348
|
)
|
(137,308
|
)
|
(96,080
|
)
|
(179,646
|
)
|
(72,666
|
)
|
(2,116,048
|
)
|
||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(199,057
|
)
|
(199,057
|
)
|
||||||||||||||||
Depreciation and amortization
|
(648,079
|
)
|
(4,968
|
)
|
(10,582
|
)
|
(1,586
|
)
|
(7,428
|
)
|
(672,643
|
)
|
||||||||||||
Trasnportation profit (loss)
|
$
|
492,464
|
$
|
27,433
|
$
|
7,563
|
$
|
(48,062
|
)
|
$
|
(205,201
|
)
|
$
|
274,197
|
||||||||||
Costs, expenses and revenue not allocated
|
(1,274,602
|
)
|
||||||||||||||||||||||
Loss before discontinued operations
|
(1,000,405
|
)
|
||||||||||||||||||||||
Discontinued operations
|
(18,465
|
)
|
||||||||||||||||||||||
Net loss for the year
|
$
|
(1,018,870
|
)
|
|||||||||||||||||||||
Total assets by operating segment
|
$
|
12,860,912
|
$
|
16
|
$
|
1,621,311
|
$
|
-
|
$
|
-
|
$
|
14,482,239
|
||||||||||||
Total assets by discontinued segment
|
-
|
-
|
-
|
194,200
|
-
|
194,200
|
||||||||||||||||||
Shared assets
|
-
|
-
|
-
|
-
|
(2,260,331
|
)
|
(2,260,331
|
)
|
||||||||||||||||
Total assets
|
$
|
12,860,912
|
$
|
16
|
$
|
1,621,311
|
$
|
194,200
|
$
|
(2,260,331
|
)
|
$
|
12,416,108
|
|||||||||||
Total liabilities by operating segment
|
$
|
10,822,299
|
$
|
51,081
|
$
|
230,753
|
$
|
-
|
$
|
-
|
$
|
11,104,133
|
||||||||||||
Total liabilities by discontinued segment
|
-
|
-
|
-
|
107,702
|
-
|
107,702
|
||||||||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
772,467
|
772,467
|
||||||||||||||||||
Total liabilities
|
$
|
10,822,299
|
$
|
51,081
|
$
|
230,753
|
$
|
107,702
|
$
|
772,467
|
$
|
11,984,302
|
||||||||||||
Total capital expenditures by segment
|
$
|
78,541
|
$
|
-
|
$
|
3,369
|
$
|
473
|
$
|
-
|
$
|
82,383
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
19,976
|
19,976
|
||||||||||||||||||
Total capital expenditures
|
$
|
78,541
|
$
|
-
|
$
|
3,369
|
$
|
473
|
$
|
19,976
|
$
|
102,359
|
Grupo TMM, S.A.B. and Subsidiaries
|
50
|
2017
|
2016
|
2015
|
||||||||||
Salaries, benefits and inherent
|
$
|
550,491
|
$
|
654,677
|
$
|
674,512
|
||||||
Pensions – defined benefit plans
|
21,284
|
(14,764
|
)
|
22,805
|
||||||||
$
|
571,775
|
$
|
639,913
|
$
|
697,317
|
2017
|
2016
|
|||||||
Long-term:
|
||||||||
Pensions and seniority premium
|
$
|
150,873
|
$
|
142,398
|
||||
Termination of employment
|
24,687
|
21,809
|
||||||
$
|
175,560
|
$
|
164,207
|
Grupo TMM, S.A.B. and Subsidiaries
|
51
|
2017
|
2016
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination
of
employment
|
Pensions and
seniority
premiums
|
Termination
of
employment
|
|||||||||||||
Current service cost
|
$
|
5,460
|
$
|
1,868
|
$
|
(29,914
|
)
|
$
|
(1,717
|
)
|
||||||
Interest cost
|
12,015
|
1,941
|
15,072
|
1,795
|
||||||||||||
Net cost for the period
|
$
|
17,475
|
$
|
3,809
|
$
|
(14,842
|
)
|
$
|
78
|
2017
|
2016
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination
of
employment
|
Pensions and
seniority
premiums
|
Termination
of
employment
|
|||||||||||||
Defined benefit obligations
|
$
|
153,572
|
$
|
24,687
|
$
|
144,049
|
$
|
21,809
|
||||||||
Plan assets
|
(2,699
|
)
|
-
|
(1,651
|
)
|
-
|
||||||||||
Total reserve
|
$
|
150,873
|
$
|
24,687
|
$
|
142,398
|
$
|
21,809
|
2017
|
2016
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination
of
employment
|
Pensions and
seniority
premiums
|
Termination
of
employment
|
|||||||||||||
DBO at period start
|
$
|
144,049
|
$
|
21,809
|
$
|
191,134
|
$
|
22,029
|
||||||||
Current service cost
|
5,460
|
1,868
|
(29,914
|
)
|
(1,717
|
)
|
||||||||||
Interest cost
|
12,015
|
1,941
|
15,072
|
1,795
|
||||||||||||
Benefits paid
|
(296
|
)
|
-
|
(1,128
|
)
|
-
|
||||||||||
Benefits paid from plan assets
|
(9,272
|
)
|
-
|
(13,739
|
)
|
-
|
||||||||||
Miscellaneous
|
908
|
-
|
(269
|
)
|
(1
|
)
|
||||||||||
Actuarial losses and gains
|
708
|
(931
|
)
|
(17,107
|
)
|
(297
|
)
|
|||||||||
DBO at period end
|
$
|
153,572
|
$
|
24,687
|
$
|
144,049
|
$
|
21,809
|
Grupo TMM, S.A.B. and Subsidiaries
|
52
|
2017
|
2016
|
|||||||
Value of the fund at year start
|
$
|
1,651
|
$
|
1,921
|
||||
Expected return on assets
|
908
|
(294
|
)
|
|||||
Plan contributions
|
9,272
|
13,739
|
||||||
Benefits paid
|
(9,272
|
)
|
(13,739
|
)
|
||||
Interests of plan assets
|
140
|
24
|
||||||
Value of the fund at year end
|
$
|
2,699
|
$
|
1,651
|
2017
|
2016
|
|||||||
Reserve for obligations at year start
|
$
|
164,207
|
$
|
211,242
|
||||
Total cost for the year
|
21,284
|
(14,764
|
)
|
|||||
Contributions to the plan
|
(9,272
|
)
|
(13,739
|
)
|
||||
Benefits paid charged to the reserve
|
(296
|
)
|
(1,128
|
)
|
||||
Actuarial gain
|
(223
|
)
|
(17,404
|
)
|
||||
Reserve for obligations at year end
|
$
|
175,560
|
$
|
164,207
|
2017
|
2016
|
|||||||
Discount rate
|
9.25
|
%
|
9.00
|
%
|
||||
Salary increase rate
|
4.00
|
%
|
4.00
|
%
|
||||
Inflation rate
|
3.50
|
%
|
3.50
|
%
|
||||
Average working life expectancy
|
19.80
|
19.80
|
Grupo TMM, S.A.B. and Subsidiaries
|
53
|
1.0% increase
|
1.0% decrease
|
|||||||
Discount rate
|
||||||||
(Decrease) increase in the defined benefits obligation
|
$
|
(6,161
|
)
|
$
|
6,565
|
|||
1.0% increase
|
1.0% decrease
|
|||||||
Salary increase rate
|
||||||||
Increase (decrease) in the defined benefits obligation
|
$
|
4,416
|
$
|
(4,173
|
)
|
One year
Increase
|
One year
decrease
|
|||||||
Average life expectancies
|
||||||||
Increase (decrease) in the defined benefits obligation
|
$
|
5,583
|
$
|
(5,736
|
)
|
· |
Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities;
|
· |
Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;
|
· |
Level 3: non-observable data for the asset or liability.
|
2017
|
2016
|
|||||||
Level 3
|
||||||||
Vessels
|
$
|
1,118,250
|
$
|
8,028,276
|
||||
Buildings and facilities
|
242,204
|
253,396
|
||||||
Land
|
1,184,427
|
1,060,661
|
||||||
$
|
2,544,881
|
$
|
9,342,333
|
Grupo TMM, S.A.B. and Subsidiaries
|
54
|
Tugboats
|
Offshore vessels
|
Parcel Tankers
|
||||||||||
Daily rate or fee
|
22,042 usd
|
9,016 usd
|
11,919 usd
|
|||||||||
Average percentage of utilization
|
94
|
%
|
83
|
%
|
94
|
%
|
||||||
Discount rate
|
7.18
|
%
|
7.18
|
%
|
7.18
|
%
|
Grupo TMM, S.A.B. and Subsidiaries
|
55
|
Vessels
|
Buildings and
facilities
|
|||||||
Balance at January 1, 2017
|
$
|
8,028,276
|
$
|
1,314,057
|
||||
Amount recognized in other comprehensive income:
|
||||||||
Revaluation surplus of vessels
|
941,957
|
-
|
||||||
Amount recognized in statements of operations:
|
||||||||
Loss on revaluation of vessels
|
(56,213
|
)
|
-
|
|||||
885,744
|
-
|
|||||||
Additions and disposals, net
|
(7,795,770
|
)
|
137,574
|
|||||
Balance at December 31, 2017
|
$
|
1,118,250
|
$
|
1,451,631
|
Balance at January 1, 2016
|
$
|
8,131,363
|
$
|
1,067,557
|
||||
Amount recognized in other comprehensive income:
|
||||||||
Revaluation surplus of vessels
|
207,669
|
216,965
|
||||||
Amount recognized in statements of operations:
|
||||||||
Loss on revaluation of vessels
|
(23,304
|
)
|
-
|
|||||
184,365
|
216,965
|
|||||||
Additions and disposals, net
|
(287,452
|
)
|
29,535
|
|||||
Balance at December 31, 2016
|
$
|
8,028,276
|
$
|
1,314,057
|
Grupo TMM, S.A.B. and Subsidiaries
|
56
|
2017
|
2016
|
|||||||||||||||
US $
|
Other
currencies
|
US $
|
Other
currencies
|
|||||||||||||
Assets
|
$
|
548,919
|
$
|
1,120
|
$
|
1,217,594
|
$
|
1,728
|
||||||||
Liabilities
|
(828,367
|
)
|
(134,547
|
)
|
(1,177,029
|
)
|
(151,080
|
)
|
||||||||
$
|
(279,448
|
) |
$
|
(133,427
|
)
|
$
|
40,565
|
$
|
(149,352
|
)
|
Grupo TMM, S.A.B. and Subsidiaries
|
57
|
2017
|
2016
|
|||||||||||||||
4.73%
Increase in
the
exchange rate
|
4.73%
decrease in
the
exchange rate
|
19.70%
Increase in
the
exchange rate
|
19.70%
decrease in
the
exchange rate
|
|||||||||||||
Assets in US dollars
|
$
|
25,989
|
$
|
(25,989
|
)
|
$
|
239,821
|
$
|
(239,821
|
)
|
||||||
Assets in other currencies
|
53
|
(53
|
)
|
340
|
(340
|
)
|
||||||||||
Liabilities in US dollars
|
(39,219
|
)
|
39,219
|
(231,831
|
)
|
231,831
|
||||||||||
Liabilities in other currencies
|
(6,370
|
)
|
6,370
|
(29,757
|
)
|
29,757
|
||||||||||
$
|
(19,547
|
)
|
$
|
19,547
|
$
|
(21,427
|
)
|
$
|
(21,427
|
)
|
2017
|
2016
|
|||||||||||||||
+1%
Variance
|
-1%
Variance
|
+1%
Variance
|
-1%
Variance
|
|||||||||||||
Profit or loss for the year
|
$
|
(2,048
|
)
|
$
|
2,048
|
$
|
(2,262
|
)
|
$
|
2,262
|
Grupo TMM, S.A.B. and Subsidiaries
|
58
|
2017
|
2016
|
|||||||
Up to 3 months
|
$
|
3,569
|
$
|
2,462
|
||||
Up to 4 months
|
7,643
|
23,302
|
||||||
More than 4 months
|
47,898
|
378,392
|
||||||
$
|
59,110
|
$
|
404,156
|
Grupo TMM, S.A.B. and Subsidiaries
|
59
|
Current
|
Non-Current
|
|||||||||||||||
In 6 months
|
6 to 12
months
|
1 to 4 years
|
More than 4
years
|
|||||||||||||
At December 31, 2017
|
||||||||||||||||
Trade payables
|
$
|
-
|
$
|
169,072
|
$
|
-
|
$
|
-
|
||||||||
Accounts payable and accrued expenses
|
-
|
366,918
|
-
|
-
|
||||||||||||
Financial debt
|
333,814
|
168,547
|
396,257
|
-
|
||||||||||||
$
|
333,814
|
$
|
704,537
|
$
|
396,257
|
$
|
-
|
|||||||||
At December 31, 2016
|
||||||||||||||||
Trade payables
|
$
|
-
|
$
|
189,576
|
$
|
-
|
$
|
-
|
||||||||
Accounts payable and accrued expenses
|
-
|
405,505
|
-
|
-
|
||||||||||||
Financial debt
|
685,231
|
55,139
|
494,664
|
8,835,123
|
||||||||||||
$
|
685,231
|
$
|
650,220
|
$
|
494,664
|
$
|
8,835,123
|
2017
|
2016
|
|||||||
Stockholders’ equity
|
$
|
2,229,062
|
$
|
963,990
|
||||
Total financial debt
|
898,618
|
10,070,457
|
||||||
Cash and cash equivalents
|
(461,554
|
)
|
(902,704
|
)
|
||||
General financing
|
$
|
437,064
|
$
|
9,167,753
|
||||
Ratio of total debt to stockholders’ equity
|
0.20
|
9.51
|
Grupo TMM, S.A.B. and Subsidiaries
|
60
|
a) |
Concession fees
|
b) |
Joint venture
|
a) |
RPS Claim
|
b) |
Mutual loans between WWS and TMM
|
c) |
ADEMSA secured Certificates of Deposit
|
Grupo TMM, S.A.B. and Subsidiaries
|
61
|
d) |
Termination of the Consolidation Regimen
|
e) |
Tax liabilities determined on TMM
|
f) |
Claim of Grupo TMM against SSA Mexico, S.A. de C.V. (‘SSA’)
|
Grupo TMM, S.A.B. and Subsidiaries
|
62
|
g) |
Motions for Annulment against various tax provisions
|
h) |
Other legal proceedings
|
i) |
Operations with related parties
|
j) |
Other legislation
|
GRUPO TMM, S.A.B.
|
||
|
|
|
|
By:
|
/s/ Carlos Pedro Aguilar Mendez
|
|
|
Carlos Pedro Aguilar Mendez
|
Chief Financial Officer
|
1 Year Grupo TMM (QB) Chart |
1 Month Grupo TMM (QB) Chart |
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