GRUPO TMM SAB | CIK:0001163560 |

 

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting Standards (‘IFRS’), as issued by the IASB, and these are presented in thousands of Mexican pesos.

 

The Company has decided to present in its consolidated statements of income a subtotal of ‘Operating income’ which reconciles with the ‘Net profit (loss) of the year’ considering the items of ‘Comprehensive financing cost’ and ‘Income tax (expense) benefit’; with regard to the subtotal of ‘Transportation (loss) profit’, the latter reconciles with the 'Operating income' considering the item ‘Other income’.

 

The most significant accounting policies are summarized as follows:

 

 

The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. Grupo TMM controls a subsidiary when it is exposed, or has rights, to variable returns resulting from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have the reporting date of “December 31”, for all years reported.

 

The balances and transactions among subsidiaries have been eliminated for the purposes of consolidation, including balances and unrealised gains on transactions between Grupo TMM’s companies. Unrealized losses on the sale of assets among the group are eliminated in the consolidation and the asset involved is also reviewed for impairment from a group perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

 

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

 

Non-controlling interest, presented as part of the stockholders’ equity, represents the portion of the subsidiary’s profit or loss and net assets that are not held by Grupo TMM. The Company attributes the total comprehensive income or loss of the subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.

 

Associates and joint ventures

Associates are all entities over which Grupo TMM has significant influence but not control, generally accompanying a shareholding between 20% and 50% of the voting rights. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement having rights to the net assets of the arrangement.

 

Investments in associates and joint ventures are accounted by the equity method and are initially recognized at their acquisition cost.

 

The carrying amount of investments in associates and joint ventures is increased or decreased to recognize Grupo TMM’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of Grupo TMM.

 

Unrealized gains on transactions between Grupo TMM and its associates and joint ventures are eliminated to the extent of Grupo TMM’s interest on those entities. When unrealized losses are eliminated, the asset involved is also tested for impairment.

 

 

Grupo TMM applies the acquisition method to accounting for business combinations. The consideration transferred by Grupo TMM to obtain control of a subsidiary is calculated as the sum of the fair values on the acquisition-date of the assets transferred, liabilities incurred, and the equity interests issued by Grupo TMM, which includes, accordingly, the fair value of any asset or liability that arises from the contingent consideration arrangement. Acquisition costs are expensed as incurred.

 

Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were recognized in acquirer’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.

Goodwill is stated after the individual recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) the fair value of the consideration transferred, b) the amount recognized for any non-controlling interest in the entity acquired, and c) the fair value on the acquisition date of any equity interest in the acquire, over the acquisition-date the fair values of the identifiable net assets. If the fair values of the identifiable net assets exceed the sum calculated above, this excess amount (e.g. gain on a bargain purchase) is immediately recognized in profit or loss.

 

 

Functional and presentation currency

The consolidated financial statements are reported in Mexican pesos, which is also the functional currency of the parent company.

 

Foreign currency balances and transactions

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

 

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

 

In the consolidated financial statements of Grupo TMM, all the assets, liabilities, and operations of Grupo TMM’s entities operated in a functional currency other than the Mexican peso (Grupo TMM’s reporting currency) are converted to pesos on consolidation.

 

 

Cash and cash equivalents comprise cash on hand and demand deposits, together with other highly liquid and short-term investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in their value.

 

 

Materials and supplies, consisting mainly of fuel and items for the maintenance of property, vessels and equipment, are valued at the lower of the average cost and the net realizable value.

 

 

Represent prepayments for services that will be received in the future and are amortized in the period when said services are received.

 

 

Properties and vessels

The properties (land and buildings) are measured at fair value, which are determined by external professional valuers every three years or before if the market factors indicate a significant change in the fair value. The last valuation of these assets was in December 2016.

 

The vessels are measured at fair value, at December 31, 2016, the fair value amounts for most of these assets were determined using market values calculated by external professional valuers and for certain vessels using other valuation techniques. As of December 31, 2017, the revalued amounts were determined using the revenue technique (expected future cash flows). The frequency of the revaluations for this class of assets will be based on the changes of the fair values, meaning when these values significantly differ from their carrying value. The Company has revaluated this class of assets at December 31, 2017 and 2016.

 

The revaluation surplus that is derived from the valuation of properties and vessels is recognized as part of ‘Other comprehensive income items’ and forms part of ‘other capital components’ in stockholders’ investment. A revaluation surplus is credited to income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in ‘Other comprehensive income items’ and in stockholders’ equity in the item of ‘Revaluation surplus’. Revaluation write-downs or impairment losses are recognized in ‘Other comprehensive income items’ up to the amount previously recognized on that asset in stockholders’ equity in the item of ‘Revaluation surplus’.

 

Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders' equity at the time of disposing of the asset that gave rise thereto is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders' equity may not be distributed to stockholders.

 

The depreciation of properties and vessels is recognized using the straight-line method to write down its carrying value less its estimated residual value. As no finite useful life for land can be determined, the related carrying amounts are not depreciated.

 

Machinery and equipment

Machinery and equipment are stated at construction or acquisition cost, including any cost directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by Grupo TMM’s Management. Acquisitions through capital leases or charter arrangements with an obligation to purchase are capitalized based on the present value of future minimum payments, recognizing the related liability. Depreciation of machinery and equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value.

 

Recurring maintenance and repair expenditures are charged to operating expenses as incurred. Major repairs to vessels (docks) are capitalized and amortized over the period in which benefits are expected to be received (two to five years for vessels). The material residual values and the estimated useful life are adjusted as necessary, at least once a year.

 

Gains or losses from the disposal of property, vessels and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of (‘Other income’), accordingly (see Note 22).

 

Construction in progress

Disbursements attributable to construction of assets that are identifiable and may be controlled by the Company are recognized as assets when they meet the following conditions:

 

 

 

Recognition of intangible assets

Concession rights

Concession rights correspond to payments made for the rights to operate assets under concession, which are stated at cost and are amortized over the terms specified in the corresponding agreements.

 

Software

Software licenses acquired are capitalized on the basis of costs incurred to acquire and install the specific software.

 

Trademark

The trademark acquired in a business combination that qualifies for separate recognition is considered an intangible asset and is recorded at its fair value.

 

Subsequent measuring

All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life, therefore it is subject to impairment tests annually as described in Note 16.

 

The amortization is included in the consolidated statement of operations as part of the depreciation, amortization, and loss on revaluation item. Subsequent expenditures to preserve software and trademarks are expensed as incurred.

 

 

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

 

Trademark is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which management monitors the trademark.

 

Cash-generating units to which trademark has been allocated (determined by the Grupo TMM’s Management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

An impairment loss is recognized for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows.

 

The data used for impairment testing procedures are directly linked to the Grupo TMM’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

 

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

 

With the exception of the trademark, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

 

 

Financial leases

Mangement applies judgment in considering the substance of a lease agreement. The economic ownership of the leased asset is transferred to the leaseholder if they substantially assume all the risks and rewards related to the ownership of the leased asset.

 

The corresponding asset is then recognized at the start of the lease at the fair value of the leased asset, or if lower, at the present value of the lease payments. A corresponding amount is recognized as a liability for financial leasing, independent of whether some of the lease payments are settled in advance of the lease start date.

 

The corresponding liability decreases by the lease payments net of the financial expenses. The interest component in the lease payment represents a portion of the capital balance outstanding and is recognized in operations as financial costs over the lease period. Notes 3.7 above and 13 describe the depreciation methods and estimated useful lives, respectively, for assets under financial leases.

 

Operating leases

All other leases are treated as operating leases. Payments on operating lease agreements are recognized as an expense on a straight-line basis over the lease term. The associated costs, such as maintenance and insurance, are expensed as incurred.

 

 

Recognition, initial measurement and derecognition

Financial assets and liabilities are recognized when Grupo TMM is party to the contractual provisions of a financial instrument and are initially measured at fair value adjusted for the transaction costs, except for the financial assets and liabilities that are measured at their fair value through profit or loss, which are initially measured at fair value.

 

Financial assets are derecognised when the contractual rights to the cash flow from a financial asset expire, or when the financial asset and all the substantial risks and benefits have been transferred. A financial liability is derecognized as extinguished, discharged, canceled, or expired. Financial assets and liabilities are subsequently measured as described following.

 

Classification and subsequent measurement of financial assets

For the purposes of subsequent measurement, financial assets that are not those designated and effective as hedging instruments are classified into the following categories when they are initially recognized:

 

 

Grupo TMM’s financial assets are classified into the category of loans and receivables, and available-for-sale financial assets. These financial assets are reviewed for impairment when there is objective evidence that the financial asset or group of financial assets has been impaired. Different criteria are applied to determine the impairment for each category of financial assets, as described following.

 

All income and expenses related to financial assets which are recognized in profit or loss are reported in the comprehensive financing cost, except for the impairment of the client accounts receivable, which are reported in ‘Other income’.

 

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not traded on an active market. After the initial recognition, these are measured at amortized cost using the effective interest method, less the provision for impairment. The discount is omitted when the effect of the discount is immaterial. The cash and cash equivalents of Grupo TMM, and also the trade receivables, and most of the other accounts receivable fall under this category of financial instruments.

 

Individually significant accounts receivable are considered for impairment when these are in arrears or when there is objective evidence that a specific payment will fall into default.

 

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are assigned to this category or do not qualify to be included in any of the other categories of financial assets.

 

Available-for-sale financial assets are measured at fair value. The gains and losses are recognized in other comprehensive income and are reported in other components of equity, except for impairment losses and currency differences in monetary assets, which are recognized in profit or loss. When an asset is disposed of or it is determined to be impaired, the cumulative gain or loss that had been recognized in other comprehensive income is reclassified from equity to profit or loss and is presented as an adjustment for reclassification in other comprehensive income.

 

The reversion of impairment losses is recognized in other comprehensive income, except financial assets that are financial debt, which are only recognized in operations if the reversion can be objectively related to an event that occurs after the impairment loss has been recognized.

 

Classification and subsequent measuring of financial liabilities

The financial liabilities of Grupo TMM include financial debt, vendors, and other accounts payable. Financial liabilities are subsequently measured at amortized cost using the effective interest method.

 

All derivative financial instruments that are not designated and are not effective as hedging instruments are carried at fair value through profit or loss. All interest-related charges are recognized in operations and included in the item ‘Interest expense and other financial costs’ in the consolidated statement of profit or loss.

 

Compound financial instruments

The Company evaluates the issue of a non-derivative financial instrument to determine if it contains liability and equity components. These components are classified separately as financial liabilities or equity instruments at the time they are initially recognized, in conformity with the economic essence of the contractual agreement and with the definitions of financial liability and equity instrument.

 

The Company evaluates those conditions and identifies the financial liability component when there is a contractual agreement to deliver cash or another financial asset and an equity instrument component when the holder is entitled to convert it into a pre-established number of common shares of the Company.

 

The initial measurement of a compound financial instrument is distributed among its liability and equity components. The residual amount that is obtained after deducting the amount that has been determined separately for the liability component is allocated to the equity component from the overall fair value of the instrument. Losses or gains may not emerge in the initial recognition process of the components of the instrument.

 

The transaction costs of an equity transaction will be treated as a deduction thereof for accounting purposes. The liability component will be considered as transaction costs, in terms of the recognition of financial liabilities.

 

Interest relative to a component that is a financial liability will be recognized in income for the period. The equity instrument component are allocated directly to equity.

 

 

Provisions are recognized when the present obligations resulting from a past event will probably lead to an outflow of Grupo TMM economic resources and the amounts can be reliably estimated. Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events.

 

Provisions are not recognized for future operating losses. Provisions are the estimated amounts required to be expended to settle the present obligation based on the most reliable evidence available at the date of the consolidated financial statements, including the risks and uncertainties associated with the present obligation. When there are several similar obligations, the likelihood that an outflow will be required in settlement is determined considering the class of obligations as a whole. Provisions are discounted at their present value, where the time value of money is material. Any reimbursement that Grupo TMM can be virtually certain to collect from a third party regarding an obligation is recognized as a separate asset. However, this asset may not exceed the amount for the related provision.

 

All provisions are reviewed on the issuance of the financial statements and adjusted to reflect the current best estimate. When an outflow of economic resources for present obligations is not probable, this is not recognized as a liability, unless it was assumed in the course of a business combination. Such tales are disclosed as contingent liabilities unless the outflow of resources is remote.

 

Calculation of current income tax is based on tax rates and tax laws that have been enacted or substantially enacted to the reporting date of the consolidated financial statements.

 

Deferred income tax is determined using the liability method, based on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Determination of deferred income tax has considered tax rates that will be effective at the time of reversion of the temporary differences.

 

The income tax expense in the statement of profit or loss includes the sum of the deferred tax, which has not been recognized in other comprehensive income or directly in stockholders’ equity, and the current income tax for the year.

 

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 24).

 

This is assessed based on the Company’s forecast of future operating results, adjusted for significant items that are reconciled for the taxable income and the limits on the use of tax losses and other tax asset carryforwards.

 

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

 

 

The statutory employee profit sharing is determined applying the rate of 10% on taxable income, adjusted as provided for by the Income Tax Law. The statutory employee profit sharing accrued is considered an ordinary expense associated with employee benefits.

 

 

Post-employment benefits

Defined benefit plans

The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60, are expensed in the years in which the services are rendered (see Note 26).

 

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 26).

 

Under the defined benefits plan, the pension amount an employee will receive upon retirement is determined in reference to the time of service and salary determined for each case based on the plan. The legal obligation of the benefits lies with Grupo TMM, even if the plan’s assets to finance the defined benefits plan are separate. The plan’s assets may include assets specifically designated in a long-term benefit fund.

 

The liability recognized in the consolidated statement of financial position for the defined benefits plans is the present value of the defined benefits obligation (DBO) as of the reporting date less the fair value of the plan assets.

 

Management estimates the DBO annually with the assistance of independent actuaries, based on the standard inflation rate, the salary growth rate, and the mortality rate. The discount factors are determined near the close of each year in reference to the high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturities similar to the terms of the corresponding pension liability.

 

The net cost for the defined benefits liability period is included in the item ‘Salaries, wages and employee benefits’ in the consolidated statements of profit or loss.

 

Indemnifications

Indemnifications that are not substitutive of retirement, paid to personnel who leave the company due to restructuring or any other reason, are charged to the operations for the period when incurred or provisions are created when there is a present obligation of these events, with a probability of an outflow of resources and this obligation can be reasonably estimated.

 

Short-term employee benefits

Short-term employee benefits, including vacation entitlement, are current liabilities included in ‘Accounts payable and accrued expenses’, measured at the amount Grupo TMM expects to pay as a result of time not taken; as these liabilities are short-term, they were not discounted as their effect is considered immaterial.

 

 

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common shares.

 

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxes, from the proceeds. Incremental costs directly attributable to the issue of new shares or options are included in the cost of acquisition as part of the purchase consideration.

 

The accumulated losses include all current profits or losses and for previous periods.

 

Other components of equity capital include:

 

 

 

Revenue

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

 

Revenues are recognized at the time at which the risks and benefits are transferred to the customer, which generally occurs when: (i) there is convincing evidence of the agreement with the customer, (ii) the service has been rendered in compliance with the customer’s requirement; (iii) collection is reasonably assured; and (iv) there is no a condition or uncertainty that might imply their reversal and the customer assumes the risk of the losses.

 

The Company recognizes its revenues when the criteria mentioned in the above paragraph are met, specifically vessels leased are recognized on monthly basis according to the number of days elapsed and during the term of the corresponding contract, and in the case of revenue from voyages, when their duration is longer than two months, this is recognized proportionally as a shipment moves from origin to destination; other services, including warehousing, are recognized when services are rendered.

 

Costs and expenses

The costs and expenses for maritime, and also those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.

 

Financing costs

Interest income and expense are reported as accrued using the effective interest method and are reported as part of the comprehensive financing cost.

 

 

Grupo TMM has four operating segments: maritime division, logistics division, ports and terminals division and warehousing division. These operating segments are monitored by the Company’s Management, who are responsible for making strategic decisions, which are made based on adjusted operating segment results.

 

In identifying its operating segments. Management follows Grupo TMM’s service lines, which represent the main services provided by Grupo TMM.

 

Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.

 

The accounting policies Grupo TMM uses for segment reporting are the same as those used in its consolidated financial statements, with the exception that corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, the primarily applies to the Grupo TMM’s head office.

 

 

Results for discontinued operations

A discontinued operation is a component of the entity that has been disposed of, or has been classified as held for sale, and:

 

 

The gains or losses on discontinued operations, including components of gains or losses from previous years are reported as a single amount on the consolidated statement of profit or loss. This amount, which includes the gains or losses after taxes for discontinued operations and the gains or losses after taxes resulting from measuring and disposing of assets classified as held for sale, or as a discontinuous operation.

 

 

When preparing the consolidated financial statements, Management considers a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

 

Significant management judgment

The reporting judgments made by Management as to the application of the accounting policies of Grupo TMM that would have a material effect on the consolidated financial statements are described following:

 

Evaluation of control, significant influence, and joint control

Management evaluates the terms of voting power with respect to its investees, the power to govern, decisions, contractual and legal agreements, upon determining of there is control, significant influence, and joint control. Significant judgment is required by evaluating some of these characteristics that can be modified over time (see Notes 1 and 3.1).

 

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is provided below; actual results may be substantially different.

 

Impairment of long-lived assets

On assessing impairment, Management determines the recoverable value of each asset or cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows. The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of suitable discount rate.

 

Useful lives of depreciable assets

Management reviews the useful lives of the depreciable assets on each reporting date, based on the expected use of each asset. The uncertainty in these estimates is derived from the technical obsolescence that could change the expected use of vessels and other equipment.

 

Defined benefits obligation

Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 26).

 

Measures of fair value

Management uses valuation techniques to measure the fair value of its vessels and properties. This results in Management preparing estimates and assumptions based on market information and using observable data that could be used by market participants to assign a price to the asset, however these are not always available. Moreover, other valuation techniques based on expected future cash flows are used for certain assets, and an interest rate is determined to calculate their present value. These fair value estimates for these non-financial assets can vary from the actual prices obtained on operations at market value on the reporting date, as well as future results and the discount rate (see Note 28).