Exhibit 99.1

Piedras Negras Brewery Business

Carve-out Combined Financial Statements

December 31, 2012 and 2011 and January 1, 2011


Piedras Negras Brewery Business

Carve-out Combined Financial Statements

Index

December 31, 2012 and 2011 and January 1, 2011

 

 

Content

   Page

Report of Independent Auditors

   1 and 2

Carve-out combined statements of financial position

   3

Carve-out combined statements of comprehensive income by function of expenses

   4

Carve-out combined statements of changes in parent’s net investment in the business

   5

Carve-out combined statements of cash flows

   6

Notes to the carve-out combined financial statements

   7 to 39


Independent Auditor’s Report on Carve-Out Combined Financial Statements

Mexico City, April 29, 2013

To the directors and stockholders of

Grupo Modelo, S. A. B. de C. V.

We have audited the accompanying carve-out combined financial statements of the Compañía Cervecera de Coahuila, S. A. de C. V. and Servicios Modelo de Coahuila, S. A. de C. V. businesses (together the “Piedras Negras Brewery Business”) a component of Grupo Modelo, S. A. B. de C. V. as described in Note 1 (Background and basis of presentation), which comprise the carve-out combined statements of financial position as of December 31, 2012 and 2011 and January 1, 2011 and the carve-out combined statements of comprehensive income, changes in parent’s net investment in the business and cash flows for each of the years ended December 31, 2012 and 2011.

Management’s responsibility for the carve-out combined financial statements

Management is responsible for the preparation and fair presentation of these carve-out combined financial statements in accordance with International Financial Reporting Standards (“IFRS”), this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of carve-out combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on the carve-out combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the carve-out combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the carve-out combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the carve-out combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Piedras Negras Brewery Business preparation and fair presentation of the carve-out combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Piedras Negras Brewery Business internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the carve-out combined financial statements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the carve-out combined financial statements referred to above present fairly, in all material respects, the financial position of the Piedras Negras Brewery Business as of December 31, 2012 and 2011 and January 1, 2011 and its financial performance and its cash flows for the years ended December 31, 2012 and 2011 in accordance with IFRS.

Emphasis of matter

Without qualifying our opinion, we draw attention to the fact that, as mentioned in Note 19 to the carve-out combined financial statements, significant portions of the Piedras Negras Brewery’s sales, purchases and financing are conducted with its related parties.

 

PricewaterhouseCoopers, S. C.
/s/ Omar Penna Estrada
Omar Penna Estrada
Audit Partner
Mexico City, Mexico

 

Page 2


Piedras Negras Brewery Business

Carve-out Combined Statements of Financial Position

As of December 31, 2012 and 2011 and January 1, 2011

 

(Amounts expressed in Mexican pesos, as explained in Notes 1, 2 and 21)

 

      December 31,
2012
     December 31,
2011
     January 1,
2011
 

Assets

        

CURRENT:

        

Cash and cash equivalents (Note 5)

   $ 266,865,952       $ 235,833,903       $ 73,081,657   

Accounts receivable - Net (Note 6)

     531,472,246         374,845,236         434,936,679   

Accounts receivable from related parties (Note 19)

     181,675,784         39,608,861         101,202,064   

Inventories (Note 7)

     1,076,215,631         979,775,108         840,969,517   

Advanced payments and warranty deposits

     14,244,492         15,083,036         10,725,723   
  

 

 

    

 

 

    

 

 

 

Total current assets

     2,070,474,105         1,645,146,144         1,460,915,640   
  

 

 

    

 

 

    

 

 

 

NON-CURRENT:

        

Property, plant and equipment - Net (Note 8)

     8,478,124,736         8,423,845,507         8,123,407,558   

Intangible assets - Net (Note 9)

     137,408,650         155,934,711         174,461,551   
  

 

 

    

 

 

    

 

 

 

Total non-current assets

     8,615,533,386         8,579,780,218         8,297,869,109   
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 10,686,007,491       $ 10,224,926,362       $ 9,758,784,749   
  

 

 

    

 

 

    

 

 

 

Liabilities

        

CURRENT:

        

Suppliers and other payables (Note 10)

   $ 411,251,797       $ 487,803,371       $ 574,112,246   

Borrowings from related parties, short term (Note 19)

     1,500,000,000         1,500,000,000         50,000,000   

Income tax payable (Note 11)

     140,569,994         3,877,032         4,539,459   

Accounts payable to related parties (Note 19)

     440,888,369         445,999,405         890,153,727   
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     2,492,710,160         2,437,679,808         1,518,805,432   
  

 

 

    

 

 

    

 

 

 

NON-CURRENT:

        

Borrowings from related parties, long-term (Note 19)

     1,427,000,000         2,927,000,000         4,427,000,000   

Employee benefits (Note 12)

     17,705,279         11,782,979         14,486,571   

Deferred income taxes (Note 11)

     786,774,670         384,077,876         125,488,624   
  

 

 

    

 

 

    

 

 

 

Total non-current liabilities

     2,231,479,949         3,322,860,855         4,566,975,195   
  

 

 

    

 

 

    

 

 

 

Total liabilities

     4,724,190,109         5,760,540,663         6,085,780,627   
  

 

 

    

 

 

    

 

 

 

Parent’s Net Investment in the Business (Note 13)

        

Parent’s net investment in the business

     5,917,974,923         4,461,346,596         3,670,550,258   

Legal Reserve

     43,842,459         3,039,103         2,453,864   
  

 

 

    

 

 

    

 

 

 

Total parent’s net investment in the business

     5,961,817,382         4,464,385,699         3,673,004,122   
  

 

 

    

 

 

    

 

 

 

Total liabilities and parent’s net investment in the business

   $ 10,686,007,491       $ 10,224,926,362       $ 9,758,784,749   
  

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of these carve-out combined financial statements, which were authorized for issuance on April 29, 2013 by the undersigned.

 

C.P. Emilio Fullaondo Botella   C.P. Narciso Gálvez Peña
Vice President of Administration and Finance   Director of Tax, Consolidation and Normative
Grupo Modelo, S.A.B. de C.V.   Grupo Modelo, S.A.B. de C.V.

 

Page 3


Piedras Negras Brewery Business

Carve-out Combined Statements of Comprehensive Income by Function of

Expenses

For the years ended December 31, 2012 and 2011

 

(Amounts in Mexican pesos, as explained in Notes 1, 2 and 21)

 

     2012     2011  

Net beer sales, related parties

   $ 9,902,391,158      $ 6,850,203,857   

Other regular income, related parties (Note 14)

     1,291,463,403        896,648,630   
  

 

 

   

 

 

 
     11,193,854,561        7,746,852,487   

Cost of sales (Notes 7, 8 and 9)

     7,582,091,001        5,570,328,381   
  

 

 

   

 

 

 

Gross profit

     3,611,763,560        2,176,524,106   
  

 

 

   

 

 

 

Operating expenses (Note 8):

    

Sales and distribution (Note 1)

     75,789,757        40,331,652   

Administrative (Notes 1 and 15)

     596,964,354        397,192,037   
  

 

 

   

 

 

 
     672,754,111        437,523,689   
  

 

 

   

 

 

 

Other income - Net (Note 16)

     11,557,451        15,441,342   
  

 

 

   

 

 

 

Operating profit

     2,950,566,900        1,754,441,759   
  

 

 

   

 

 

 

Finance income

     8,491,587        13,214,349   

Finance costs

     (214,010,822     (270,728,074

Foreign exchange (loss) gain - Net

     (9,082,456     13,190,013   
  

 

 

   

 

 

 

Financial expenses - Net (Note 17)

     (214,601,691     (244,323,712
  

 

 

   

 

 

 

Profit before income tax

     2,735,965,209        1,510,118,047   

Income tax expense (Note 11)

     758,141,958        404,047,436   
  

 

 

   

 

 

 

Combined net income for the year

     1,977,823,251        1,106,070,611   

ITEMS OF OTHER COMPREHENSIVE INCOME:

    

Employee benefits, net of taxes (Note 12)

     (2,931,526     3,394,775   
  

 

 

   

 

 

 

Combined Comprehensive Income

   $ 1,974,891,725      $ 1,109,465,386   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these carve-out combined financial statements, which were authorized for issuance on April 29, 2013 by the undersigned.

 

C.P. Emilio Fullaondo Botella   C.P. Narciso Gálvez Peña
Vice President of Administration and Finance   Director of Tax, Consolidation and Normative
Grupo Modelo, S.A.B. de C.V.   Grupo Modelo, S.A.B. de C.V.

 

Page 4


Piedras Negras Brewery Business

Carve-out Combined Statements of Changes in Parent’s Net Investment in

the Business

For the years ended December 31, 2012 and 2011

 

(Amounts in Mexican pesos, as explained in Notes 1, 2 and 21)

 

     Parent’s
Net Investment
in the Business
    Legal
reserve
     Total  

Balances at January 1, 2011

   $ 3,670,550,258      $ 2,453,864       $ 3,673,004,122   
  

 

 

   

 

 

    

 

 

 

Transactions with shareholders:

       

Application of retained earnings to legal reserve

     (585,239     585,239      

Distribution to parent (Note 1)

     (318,083,809        (318,083,809
  

 

 

   

 

 

    

 

 

 

Total transactions with shareholders

     (318,669,048     585,239         (318,083,809

Comprehensive income:

       

Net income for the year

     1,106,070,611           1,106,070,611   

Employee benefits - Net of tax (Note 12)

     3,394,775           3,394,775   
  

 

 

   

 

 

    

 

 

 

Total comprehensive income

     1,109,465,386           1,109,465,386   
  

 

 

   

 

 

    

 

 

 

Balances at December 31, 2011

     4,461,346,596        3,039,103         4,464,385,699   
  

 

 

   

 

 

    

 

 

 

Transactions with shareholders:

       

Application of retained earnings to legal reserve

     (40,803,356     40,803,356      

Distribution to parent (Note 1)

     (477,460,042        (477,460,042
  

 

 

   

 

 

    

 

 

 

Total transactions with shareholders

     (518,263,398     40,803,356         (477,460,042

Comprehensive income:

       

Net income for the year

     1,977,823,251           1,977,823,251   

Employee benefits, net of tax (Note 12)

     (2,931,526        (2,931,526
  

 

 

   

 

 

    

 

 

 

Total comprehensive income

     1,974,891,725           1,974,891,725   
  

 

 

   

 

 

    

 

 

 

Balances at December 31, 2012

   $ 5,917,974,923      $ 43,842,459       $ 5,961,817,382   
  

 

 

   

 

 

    

 

 

 

The accompanying notes are an integral part of these carve-out combined financial statements, which were authorized for issuance on April 29, 2013 by the undersigned.

 

C.P. Emilio Fullaondo Botella   C.P. Narciso Gálvez Peña
Vice President of Administration and Finance   Director of Tax, Consolidation and Normative
Grupo Modelo, S.A.B. de C.V.   Grupo Modelo, S.A.B. de C.V.

 

Page 5


Piedras Negras Brewery Business

Carve-out Combined Statements of Cash Flows

For the years ended December 31, 2012 and 2011

 

(Amounts in Mexican pesos, as explained in Notes 1, 2 and 21)

 

      2012     2011  

Operating activities

    

Profit before income tax

   $ 2,735,965,209      $ 1,510,118,047   

Depreciation and amortization (Note 8 and 9)

     404,021,364        373,116,447   

Net cost of employee benefits for the year

     881,348        889,562   

Loss on sale of property, plant and equipment (Note 8)

     297,740        293,326   

Finance income (Note 17)

     (8,491,587     (13,214,349

Finance cost (Note 17)

     214,010,822        270,728,074   
  

 

 

   

 

 

 

Operating flows prior to changes in working capital

     3,346,684,896        2,141,931,107   

(Increase) decrease in accounts receivable and others

     (156,630,078     60,106,608   

(Increase) decrease in accounts receivable from related parties

     (142,066,923     61,593,203   

Increase in inventories (Note 7)

     (96,440,523     (138,805,591

Decrease (increase) in advanced payments and others

     838,544        (4,357,313

Decrease in suppliers and other payables

     (68,933,687     (110,368,389

Increase in accounts payable to related parties

     2,145,619        13,157,950   

Interest income

     8,494,655        13,199,184   
  

 

 

   

 

 

 

Subtotal

     2,894,092,503        2,036,456,759   

Income tax paid

     (12,929,085     (11,119,170

Carve out effect on current Income tax (Note 1)

     (204,625,733     (136,321,632
  

 

 

   

 

 

 

Cash flows from operating activities

     2,676,537,685        1,889,015,957   
  

 

 

   

 

 

 

Investing activities

    

Acquisition of property, plant and equipment (Note 8)

     (447,800,248     (664,951,865

Collection on sale of property, plant and equipment

     110,089        33,690,497   

Paid capitalized interests

     —          (286,014,173
  

 

 

   

 

 

 

Net cash flows from investing activities

     (447,690,159     (917,275,541
  

 

 

   

 

 

 

Financing activities

    

Borrowings received from related parties (Note 19)

     —          370,000,000   

Borrowings paid to related parties (Note 19)

     (1,500,000,000     (420,000,000

Distribution to parent (Note 1)

     (477,460,042     (318,083,809

Interest paid

     (220,355,435     (440,904,361
  

 

 

   

 

 

 

Net cash flows from financing activities

     (2,197,815,477     (808,988,170
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     31,032,049        162,752,246   

Cash and cash equivalents at beginning of year

     235,833,903        73,081,657   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 266,865,952      $ 235,833,903   
  

 

 

   

 

 

 

Non-cash transactions:

    

Acquisition of property, plant and equipment through payables

   $ 52,047,772      $ 59,665,658   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these carve-out combined financial statements, which were authorized for issuance on April 29, 2013 by undersigned officers.

 

C.P. Emilio Fullaondo Botella   C.P. Narciso Gálvez Peña
Vice President of Administration and Finance   Director of Tax, Consolidation and Normative
Grupo Modelo, S.A.B. de C.V.   Grupo Modelo, S.A.B. de C.V.

 

Page 6


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

(Amounts expressed in Mexican pesos, as explained in Notes 1, 2 and 21)

Note 1 - Background and basis of presentation:

(a) Background

Grupo Modelo, S. A. B. de C. V. (Sociedad Anónima Bursátil de Capital Variable) organized under the laws of Mexico (Modelo), is a publicly listed Company on the Mexican Stock Exchange that mainly engages in the production and sale of beer.

In June 2012, Anheuser-Busch InBev SA/NV, a public company organized under the laws of Belgium (“AB InBev”) announced a proposed plan to acquire the remaining 50% of Modelo that it does not currently own. Due to the United States Department of Justice anti-trust concerns, on February 13, 2013, AB InBev announced a revised proposed agreement to sell Modelo’s ongoing United States business to Constellation Brands, Inc. (Constellation), which consists of the remaining 50% interest in the U.S. import and distribution business, Crown Imports LLC, that it does not currently own, the assets, liabilities, revenues and expenses of Compañía Cervecera de Coahuila, S. A. de C. V., (sociedad anónima de capital variable) (CCC Company) organized under the laws of Mexico located in Piedras Negras, Mexico and Servicios Modelo de Coahuila, S. A. de C. V. (Servicios Company), together CCC Company and Servicios Company are hereafter referred to as the “Piedras Negras Brewery Business” or the “Business”, and the perpetual brand rights for the Modelo brands currently sold in the U.S. These carve-out combined financial statements reflect the assets, liabilities, revenues and expenses of the Piedras Negras Brewery Business as operated by Modelo.

Compañía Cervecera de Coahuila, S. A. de C. V. was constituted on February 13, 1992, it is a subsidiary of Diblo, S. A. de C. V. (Diblo), which is a subsidiary of the ultimate parent Modelo. Its main activity is the production, distribution and sale of beer for the U.S. market. The CCC Company has its domicile in Carretera 57 Km. 233 MAS 200 Nava, Coahuila, México, C. P. 26170.

Servicios Modelo de Coahuila, S. A. de C. V. was constituted on September 21, 2006. It is also a subsidiary of Diblo. Its main activity is the provision of employee services to CCC Company. Servicios Company has its domicile in Carretera 57 Km. 233 # 85 Nava, Coahuila, México, C. P. 26170.

(b) Basis of preparation

The Business has historically operated as part of Modelo and not as a separate stand-alone entity. The carve-out combined financial statements of the Business have been prepared on a “carve-out” basis from the consolidated financial statements of Modelo as well as from the statutory financial statements of the CCC Company and Servicios Company, to represent the financial position and performance of the Business as if the Business had existed on a stand-alone basis for each of the fiscal years ended December 31, 2012 and 2011 for the carve-out combined statements of comprehensive income and cash flows and as of December 31, 2012 and 2011 and January 1, 2011 for the carve-out combined statements of financial position. The carve-out combined financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”), by aggregating financial information from the components of the Business described in Note 1 and include the assets, liabilities, revenues and expenses that management has determined are specifically attributable to the Business, and allocations of direct and indirect costs and expenses related to the operations of the Business. Indirect costs and expenses relate to certain support functions that are provided on a centralized basis within Modelo.

 

Page 7


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The carveout combined financial statements include the royalty revenues associated with the use of the Modelo brands on beer sales by the Business.

The support functions provided to the Business by Modelo include, but are not limited to:

 

   

Accounting, information technology, taxation, legal, corporate services, corporate governance and other professional services.

 

   

Employee benefit administration and pension services.

 

   

Marketing and advertising.

These costs have been allocated to the Business for purposes of preparing the carve-out combined financial statements based on estimated usage of the resources by the Business. The estimated usage of central support resources by the Business has been determined by its portion of beer production volume. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Business had been operated on a stand-alone basis.

The amounts included in the carve-out combined financial statements are as follows:

 

     2012      2011  

Royalty revenue

   $ 1,220,881,272       $ 859,900,064   
  

 

 

    

 

 

 

Selling, general and administrative expenses

   $ 429,866,102       $ 365,266,053   

Marketing and advertising expenses-net

     75,072,766         40,228,570   
  

 

 

    

 

 

 
   $ 504,938,868       $ 405,494,623   
  

 

 

    

 

 

 

Central support costs of the Business for the fiscal year ended December 31, 2012 amounted to $504.9 million (2011: $405.5 million).

Royalty revenue has been included in Other regular income; selling, general and administrative expenses have been included in Administrative expenses and marketing and advertising expenses have been included in sales and distribution expenses in the carve-out combined statements of comprehensive income.

The aforementioned adjustments are recognized in the relevant financial statement line items in the carve-out combined statements of financial position or comprehensive income, the net effect of which has been deemed settled in cash and recorded in net parent’s investment in the Business as a net distribution.

The tax amounts in the carve-out combined financial statements, have been calculated as if the Business was a separate taxable entity consistent with the asset and liability method prescribed in accounting guidance under IFRS. The total current tax attributable to the carve-out adjustments are $ 204,625,733 and $136,321,632, as of December 31, 2012 and 2011 respectively.

The carve-out combined financial statements of the Business are presented in Mexican Pesos ($), and have been prepared on a going concern basis.

(c) Adoption of IFRS

In accordance with the changes to the Rules for Public Companies and other participants of the Mexican Stock Market issued by the National Banking and Securities Commission on January 27, 2009, Modelo and by extension the Business was required to prepare its carve-out combined financial statements in

 

Page 8


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

accordance with IFRS and its interpretations issued by the International Accounting Standards Board (IASB) from January 1, 2012. Accordingly, the Business carve-out combined financial statements have been prepared in accordance with IFRS as issued by the IASB.

The accompanying carve-out combined financial statements have been prepared in accordance with IFRS as issued by the IASB, subject to certain transition exemptions and exceptions disclosed in Note 21. The Business has consistently applied the accounting policies used in preparing its opening carve-out combined statement of financial position under IFRS as of January 1, 2011, throughout the periods presented, as if those policies had always been in effect. Note 21 discloses the impact of the transition to IFRS on the financial position and on comprehensive income, including the nature and the effect of significant changes in accounting policies, as compared to those used in the Business’ carve-out combined financial statements for the year ended December 31, 2011, prepared under Mexican Financial Reporting Standards (NIF for its Spanish acronym).

The carve-out combined financial statements have been prepared on a historical cost basis, except for the exemptions applied by the Business as disclosed in Note 21.

(d) Carve-out combined statements of comprehensive income classified items by function of expenses

The Business has prepared its carve-out combined statements of comprehensive income by classifying items by function. Grouping its costs and expenses allows the Business to disclose the different levels of profit.

Additionally, for a better analysis of the carve-out combined statement of comprehensive income, the Business has considered necessary to include operating profit separately in the carve-out combined statement of comprehensive income. This information is a common disclosure practice of the industry to which the Business belongs.

(e) Authorization for issuance

The accompanying carve-out combined financial statements were authorized for issuance on April 29, 2013 by the Business’ management.

Note 2 - Summary of significant accounting policies:

The accounting policies set out below have been applied consistently to all periods presented in these carve-out combined financial statements by the Business.

(A) Use of estimates and judgment

The preparation of the carve-out combined financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgment by management. Actual results may differ from these estimates and judgments. The areas involving a higher degree of judgment or complexity, and areas where assumptions and estimates are significant to the carve-out combined financial statements are disclosed in Notes 1 and 4.

 

Page 9


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

(B) Foreign currencies

Functional and reporting currency

The carve-out combined financial statements are presented in Mexican pesos, which is the CCC Company, Servicios Company and the Business’ functional currency.

Foreign currency transactions and balances

Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the date of the carve-out combined statement of financial position. Gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the carve-out combined statement of comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction.

(C) Cash and cash equivalents

Cash and cash equivalents include all cash balances, bank deposits and other highly liquid short term investments with a maturity of three months or less from the date of acquisition, that are readily convertible to cash.

(D) Financial assets

Classification

The Business’ financial assets are comprised of accounts receivable. The classification of financial assets depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the date of initial recognition.

Accounts receivable

Accounts receivable are non derivative financial assets that are entitled to fixed or determined charges which are not quoted in active markets. They are presented as current assets, except for those with a maturity greater than twelve months after the end of the reporting period, which, if any, are classified as non-current assets. Accounts receivable are disclosed in Notes 6 and 19.

Accounts receivable are initially recognized at fair value plus transaction costs and subsequently measured at their amortized cost, using the effective interest rate method, less the provision for impairment, if any. A provision for impairment of accounts receivable is established, if collection on any of such accounts becomes doubtful. The account receivable becomes doubtful when there is objective evidence that the Business will be unable to collect all of the amounts to which it is entitled, as established under the original terms thereof. The Business has not identified trade receivables subject to provision of impairment as of December 31, 2012 and 2011 and January 1, 2011.

 

Page 10


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

(E) Inventories

The value of inventory is shown at the lower of its cost or net realizable value. The value of inventories is determined using the average cost method. The net realizable value is the estimated selling price in the ordinary course of business less the estimated selling expenses.

Likewise, the cost of sales is recognized at the average cost of purchases using the production values of inventories realized during the year.

Accessories and spare parts are recorded as inventory and recognized in the carve-out combined statement of comprehensive income in the year in which they are consumed. Significant accessories and spare parts that the Business expects to use for over a year and which are recognized as a component of property, plant and equipment, are excluded from inventories.

(F) Advanced payments

The Business records insurance and other prepaid services as advanced payments. These amounts are recorded for the contracted disbursement amount and are recognized in the carve-out combined statement of comprehensive income to the extent they are incurred and the services are received. Advanced payments for services that extent beyond 12 months are shown as non-current assets.

(G) Property, plant and equipment

Property, plant and equipment are recorded at cost, including the directly attributable expenses to the acquisition of those assets, where applicable, net of accumulated depreciation and reduced for impairment, where appropriate.

The Business allocates the amount initially recognized in respect of an item of property, plant and equipment at different significant parts (components) and depreciates separately each of these components.

The cost of a self constructed asset is determined using the same principles as that of an acquired asset. The depreciation methods, residual value, and the useful lives are reassessed and adjusted (if appropriate) annually.

The costs of expansion, remodeling or improvements leading to increased capacity and therefore an extension of the useful life of the assets are also capitalized. The costs of routine maintenance and repairs are charged to the carve-out combined statement of comprehensive income in the year they are incurred.

Interest costs incurred in the construction of qualifying assets, are capitalized during the time period necessary to complete and prepare the asset for its intended use. Other interest costs are recognized in the carve-out combined statement of comprehensive income in the year in which they are incurred.

Depreciation

Depreciation is calculated using the straight-line method based on estimated useful lives of the assets (except for land which is not subject to depreciation) determined based on estimates made by the internal technical maintenance department of the Business, which are reviewed every year along with the residual values and, if necessary, adjusted. The effect of any change in estimate is recognized on a prospective basis.

 

Page 11


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The useful lives of the assets are as follows:

 

     Years

Machinery and equipment

   12 to 17

Buildings

   50

Furniture and other equipments

   11

Transport equipment

   8 to 10

Anti-pollution equipment

   20

Computer equipment

   4

Packaging material

   4

The Business recognizes the cost of replacing a part of an item of property, plant and equipment in the carrying value of the said item when the cost is incurred if it is likely that the future economic benefits will flow to the Business and the said cost can be reliably measured. All other costs are expensed as incurred. The carrying value of replaced assets is expensed when the assets are replaced, the result of which is shown in the carve-out combined statement of comprehensive income.

Gains and losses on disposals of property, plant and equipment, resulting from the difference between the proceeds from the transaction and the carrying value of the assets are recognized in the carve-out combined statement of comprehensive income within other income (expense).

(H) Intangible assets with a finite useful life

Intangible assets are recognized when they are acquired individually, through a business acquisition, or generated internally through the normal course of business, only if they meet the following conditions: i) to be identifiable, ii) lack of physical substance, iii) provide future economic benefits, iv) there is control over such benefits, and v) they can be reliably measured.

These are recognized at cost less accumulated amortization.

Disbursements in developing activities are recognized as intangible assets when the costs can be estimated reliably, the product or process is technically and commercially viable, possible future economic benefits are obtained and the Business has enough resources to complete the development to use and sell the asset. Its amortization is recognized in the carve-out combined statement of comprehensive income based on the straight line method over the estimated useful life of the asset. Development expenses that do not qualify for capitalization and investigation expenses are recognized in the carve-out combined statement of comprehensive income as incurred.

Amortization

Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives which is the same as the expected period of future economic benefit. The estimated useful life of these assets is 10 years.

(I) Impairment of non financial assets

The Business applies impairment tests to its property, plant and equipment and definite life intangible assets when certain facts indicate that the carrying value may not be recovered.

Impairment losses correspond to the amount at which the carrying value of the asset exceeds its recoverable value. The recoverable value of an asset or cash generating unit is defined as the greater of the fair value of the asset, less selling expenses incurred and value in use. To determine the value in use,

 

Page 12


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

estimated future cash flows are discounted at the present value using a discount rate before taxes that reflects the value over time considering the specific risks related to the asset. For the purpose of determining impairment, assets are grouped at the lowest levels where identifiable cash flows exist separately (cash generating unit) as management monitors their cash flows.

There were no impairment indicators for the years presented.

(J) Financial liabilities

Non derivative financial liabilities are initially recognized at fair value and subsequently measured at their amortized cost using the effective interest method. They are classified as short term liabilities when the payment obligation is due within the year following the one in which the goods or services were acquired or provided.

Suppliers and other payables represent liabilities payable related to the acquisition of goods or services that have been acquired in the ordinary course of business.

Any difference between the proceeds (net of transaction costs) received from borrowings and the redemption value is recognized in the carve-out combined statement of comprehensive income over the period of the borrowings using the effective interest method.

(K) Employee benefits

The benefits granted by the Business to its employees are described below:

The direct short-term benefits (salaries, overtime, vacation, performance bonuses, holidays and paid absences, etc.) are recognized in the carve-out combined statement of comprehensive income as incurred and liabilities are stated at their nominal value. The Business pays compensated absences for legal or contractual obligations such as vacation, holidays and paid absences, which are recognized as incurred and are not cumulative.

Employee’s statutory profit sharing (ESPS, PTU for its Spanish acronym), represents the employee’s right to participate in the profits of the Business and is determined in accordance with current legislation. It is presented in the carve-out combined statement of comprehensive income, within the related cost and operating expenses which give rise to it and it is considered a short-term employee benefit.

Direct long term benefits provided by the Business (such as retirement benefits and seniority premiums) are defined benefit plans, which represent the amount of benefit that an employee will receive on retirement date. At the date of these carve-out combined financial statements, no assets have been constituted in trust to fund these obligations.

The liability recognized in the carve-out combined statement of financial position in respect of long term defined benefit plans is measured at the present value of the defined benefit obligation at the date of the carve-out combined statement of financial position. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated cash flows using interest rates of government bonds denominated in the same currency in which the benefits will be paid and that have maturity terms approximating the terms of the retirement benefits and seniority premiums.

 

Page 13


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The cost of each benefit plan to employees is recognized as costs and operating expenses in the year it is accrued, which includes the current service cost and interest on the net defined benefit liability.

Actuarial gains and losses arising from experience-based adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income within Parent’s net investment in the Business.

Due to the early adoption of IAS 19 (modified) “Employee Benefits”, past service costs are recognized in the carve-out combined statement of comprehensive income.

Liabilities for termination benefits are recognized only in those cases where there is a demonstrable commitment: i) to terminate employment for an employee or group of employees before the normal retirement date, or ii) whenever an employee accepts voluntary redundancy in exchange for those benefits. Therefore, the Business will only recognize this liability when a detailed formal plan is in place and communicated to the employees affected. Termination benefits that do not meet this requirement are recognized in the carve-out combined statement of comprehensive income as incurred.

(L) Income tax

Income tax for the year comprises current and deferred taxes. Current tax is recognized in the carve-out combined statement of comprehensive income, the tax effect of items related to other comprehensive income are recognized within other comprehensive income.

i) Current taxes

Current taxes are the expected taxes payable on the taxable income for the year, using tax rates enacted or substantially enacted, at the date of the carve-out combined statement of financial position and any adjustment to taxes payable in respect of previous years.

Taxes to income consists of income tax and or the Business Flat Tax (ISR and or IETU for its Spanish acronyms), which are recorded in the carve-out combined statement of comprehensive income in the year they are incurred. The tax payable is the higher of the two. These are based on taxable income and cash flows for each year, respectively.

ii) Deferred income tax

In accordance with IAS 12 “Income Taxes”, deferred income tax, calculated on a separate return basis, are determined using the liability method. This means that, for all taxable and deductible differences between the tax bases of assets and liabilities and their carrying amounts in the carve-out combined statement of financial position, a liability or deferred tax asset is recognized. Under this method, a provision of deferred income tax is also determined by the difference between the fair values of assets and liabilities acquired in a business combination and its tax base. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using enacted or substantively enacted tax rates.

To recognize the basis of deferred income tax, based on its financial and tax projections the Business determines whether they will be a ISR or IETU payer and recognizes the deferred tax relating to the tax it will be paying in the following years.

 

Page 14


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Deferred tax assets and liabilities are offset if a legally enforceable right to offset current tax assets and liabilities exists and they relate to the taxes levied by the same tax authority.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against temporary liability differences that can be utilized.

iii) Income tax - Consolidation regime

The Business is controlled by Modelo, together with its direct and indirect subsidiaries in Mexico, it is authorized by the tax authorities by official communication 325-A-IX-C-5787 dated December 22, 1995, to determine income tax on a consolidated basis as per the Income Tax Law provisions. Tax consolidation does not affect the determination of the income taxes of the Business.

(M) Leases

Leases in which a significant portion of the risks and rewards of ownership of the leased assets are retained by the lessor are classified as operating leases. Payments made on operating leases (net of any incentives received from the lessor) are recognized in the carve-out combined statement of comprehensive income on a straight-line basis. At the date of these carve-out combined financial statements, the Business only has operating leases.

(N) Parent’s net investment in the business

Parent’s net investment in the business is comprised of capital stock, distribution to parent and retained earnings. Capital stock is stated at cost. In accordance with IAS 29 “Financial reporting in hyperinflationary economies”, an entity should recognize inflationary effects on its financial information when inflation is equal or greater than 100% in consecutive periods of three years. Mexico was a hyperinflationary economy until 1997, therefore all cumulative effects of inflation were recognized until that year.

Comprehensive income consists of net income for the year and items required by specific provision of IFRS to be reflected in other comprehensive income and they do not constitute contribution, reductions or distribution of capital stock, such as remeasurements of employee benefits.

(O) Revenue recognition

Income is recognized when it is probable that the economic benefits associated with the transaction will flow to the Business and the income can be measured reliably.

Sale of goods

With respect to the sale of beer and other products sold by the Business, revenue is recognized in the carve-out combined statement of comprehensive income when all of the following requirements are met: i) the risks and benefits of the goods have been transferred to the buyer and no significant control is retained, ii) income, costs incurred or to be incurred are determined on a reliable basis, and iii) the Business is likely to receive economic benefits from the sale.

Income from the sale of goods is measured by the fair value of the consideration received or to be received, net of returns and allowances, commercial discounts, volume discounts, discounts on cash payments and specific taxes on consumption.

 

Page 15


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Royalty revenues are attributable to the use of brands for the sale of beer exported to the U.S. Modelo also has entered into a strategic pricing initiative agreement (“SPI”) on certain Modelo brands sold in the US. Under the terms of the SPI, Modelo receives certain revenue dependent upon the market pricing being above pricing benchmarks defined in the SPI agreement. These revenues are recognized in the carve-out combined financial statements as earned when the following criteria are met: i) the amount of income can be measured reliably, and ii) it is probable that the economic benefits associated with the transaction will flow to the business.

Advances from customers are classified as short-term liabilities and are recognized in the carve-out combined statements of comprehensive income in the year the products are delivered.

(P) New standards and amendments:

Below are the new IFRS pronouncements that became effective after January 1, 2013, which have not been applied in preparing the carve-out combined financial statements. The new pronouncements are not expected to have a significant impact on the financial statements.

IFRS 9 “Financial instruments”: retains and simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flows characteristics of the financial asset. For financial liabilities, the standard maintains most of the requirements of IAS 39. The guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply. The new standard is effective for periods beginning on or after January 1, 2015 with early adoption permitted.

Modification to IAS 1 - Presentation of other comprehensive income: this standard requires that items presented as other comprehensive income be shown in two separate groups: Whether or not they are potentially re-classifiable to income in the future. IAS 1 amendments are effective for annual periods beginning on or after 1 July 2012, with early adoption permitted.

IFRS 13 “Fair value measurement”: Aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. Under IFRS 13 it is mandatory to include credit risk in the fair value measurement of derivative financial instruments. This standard becomes effective on January 1, 2013 with early adoption permitted.

Note 3 - Financial Risk Management:

Financial risk factors

The Business’ activities expose it to a variety of financial risks, including: market risk (cash flow exposure to the U.S. dollar creates fluctuating prices for production inputs (“commodities”)), interest rate risk, credit risk and liquidity risk. As mentioned in Note 1, the Business is part of Modelo, and it is at the Modelo level where each of the mentioned risks are analyzed both individually and in the aggregate. Based on this analysis, strategies are defined to manage the economic impact on the operations of Modelo and the Business.

 

Page 16


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Market risks

a. Exchange rate risk

The Business conducts a significant portion of its operations in foreign currencies, principally U.S. dollars.

The principal risks in this regard arise from capital investments, sales and purchases when denominated in a currency other than the functional currency.

At December 31, 2012, and 2011 and January 1, 2011, there were no open positions in derivative financial instruments to cover the foreign currency exchange risk.

The exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency other than the functional currency of the Business. Because the Business determined the Mexican peso as its functional currency, limits have been set on the foreign-currency position as a treasury policy to mitigate risk.

Foreign-currency position is shown as follows:

1. At the Carve-out Combined Statement of Financial Position date, the Business has the following positions in foreign currencies:

 

Concept

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Assets:

        

U.S. dollars (thousands)

     20,025         7,800         8,238   
  

 

 

    

 

 

    

 

 

 

Liabilities:

        

U.S. dollars (thousands)

     35,662         38,374         10,187   

Euros (thousands)

     722         3,259         2,140   
  

 

 

    

 

 

    

 

 

 

2. These amounts are valued at the following exchange rates:

 

December 31, 2012:

   Assets      Liabilities  

Exchange rate Ps 13.028 per U.S. dollar for assets and Ps13.028 for liabilities

   $ 260,859,499       $ 464,673,314   
  

 

 

    

 

 

 

Exchange rate of Ps16.9598 per Euro

      $ 12,240,038   
  

 

 

    

 

 

 

December 31, 2011:

   Assets      Liabilities  

Exchange rate Ps13.9841 per U.S. dollar for assets and Ps14.0141 for liabilities

   $ 109,078,667       $ 537,781,795   
  

 

 

    

 

 

 

Exchange rate of Ps 18.0599 per Euro

      $ 58,857,613   
  

 

 

    

 

 

 

 

Page 17


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

January 1, 2011:

   Assets      Liabilities  

Exchange rate Ps12.3578 per U.S. dollar for assets and Ps12.3828 for liabilities

   $ 101,803,954       $ 126,155,901   
  

 

 

    

 

 

 

Exchange rate of Ps 16.6078 per Euro

      $ 35,219,547   
  

 

 

    

 

 

 

The exchange rate at the date of approval of the carve-out combined financial statements was $12.12 to the U.S. dollar.

Exchange sensitivity analysis

The Business estimates the exchange risk to which it is exposed via a review of the volatility of open positions in currencies other than the functional currency:

 

     Exchange rate
at December 31,
2012
     Possible exchange
rate at closing
   Volatility %  

Dollar/peso

     13.028       11.63 - 14.42      10.70

Euro/peso

     16.96       15.40 - 18.52      9.21
     Exchange rate
at December 31,
2011
     Possible exchange
rate at closing
   Volatility %  

Dollar/peso

     13.9841       11.92 - 16.05      14.77

Euro/peso

     18.06       15.79 - 20.34      12.58

Sensitivity is determined on the basis of annual volatility, using observable market information over 250 days at December 31, 2012 and 2011, respectively.

Had the U.S. dollar and the euro been weakened/strengthened against the peso in 2012 and 2011 as a result of the aforementioned estimated changes, with other variables remaining constant, the impact in 2012 and 2011 on carve-out combined statement of comprehensive income before taxes would be an increase/decrease approximately as follows:

 

     2012      2011  

Dollar/peso

     21.8 million         63.3 million   

Euro/peso

     1.1 million         7.4 millon   

b. Price risk of fluctuation for certain raw material for production (“commodities”)

Commodities markets continuously experience price fluctuations that affect the production and packaging costs of the Business. The risk management strategy is controlled at the Group level to which the Business belongs and is handled based on a case by case analysis.

The Business’ main price exposure is in the following commodities: natural gas, corn and rice. No derivative financial instruments have been entered into to cover possible significant changes in prices.

 

Page 18


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

c. Interest rate risk

Interest rate risk mainly comes from financing sources of the Business. The main exposure is related to the borrowings described in Note 19, which takes into account the variable interest rates considering the interbank interest rate plus one percentage point.

At December 31, 2012, the Business had borrowings of $2,927,000,000 ($4,427,000,000 at December 31, 2011 and $4,477,000,000 at January 1, 2011). Consequently, at December 31, 2012 and 2011, the carve-out combined financing structure is composed of 100% in debt with variable interest rates.

The terms and conditions of borrowings with related parties are detailed in Note 19.

Interest rate sensitivity analysis

For the variable rate borrowing, an increase in interest rates would increase the interest cost. A hypothetical change of 100 base points in the interest rate at December 31, 2012 and 2011, would result in an increase or decrease in the profit of the Business of approximately $36.2 million and $46.2 million pesos, respectively; considering debt levels and the interest rate at that date, assuming that the rest of the variables remain constant.

Credit risk

Financial instruments that are potentially subject to concentration risk, consist primarily of accounts receivable. The Business has one related party customer which results in credit concentrations risk with respect to this customer. However, most receivables are collected in periods shorter than 30 days. At the date of the carve-out combined financial statements, there are no past due accounts, therefore there has been no need to recognize an impairment provision on accounts receivable.

Liquidity risk

The main cash flow source is the Business operations. Prudent management of liquidity risk requires sufficient cash and cash equivalents, the availability of financing in the form of an adequate amount of committed credit lines, and the capability to close market positions. Given the nature of the business in which the Business operates, the liquidity risk is low because financial liabilities related to working capital are covered in a period no longer than 45 days and accounts receivable derived from sales are collected in periods no longer than 30 days. Current assets, not considering inventories and advanced payments, show a high liquidity ratio, enough to cover short-term obligations, without considering the compromise of related party borrowings. In the case of short term and long term borrowings, they are with related parties.

Following is the expiration of contractual liabilities at nominal value:

 

December 31, 2012

   Contractual
value
     Less than
3 months
     Between 3
months and
a year
     More than
a year
 

Suppliers and other payables

           

(excluding non financial liabilities)

   $ 389,641,464       $ 389,641,464         

Accounts payable to related parties

     440,888,369         38,618,614       $ 402,269,755      

Borrowings with related parties (Note 19)

     2,927,000,000         360,000,000         1,140,000,000       $ 1,427,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3,757,529,833       $ 788,260,078       $ 1,542,269,755       $ 1,427,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

Page 19


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

December 31, 2011

   Contractual
value
     Less than
3 months
     Between
3 months and
a year
     More than
a year
 

Suppliers and other payables

           

(excluding non financial liabilities)

   $ 472,677,721       $ 472,677,721         

Accounts payable to related parties

     445,999,405         76,932,188       $ 369,067,217      

Borrowings with related parties (Note 19)

     4,427,000,000         360,000,000         1,140,000,000       $ 2,927,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,345,677,126       $ 909,609,909       $ 1,509,067,217       $ 2,927,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

January 1, 2011

   Contractual
value
     Less than
3 months
     Between
3 months and
a year
     More than
a year
 

Suppliers and other payables

           

(excluding non financial liabilities)

   $ 562,665,366       $ 562,665,366         

Accounts payable to related parties

     890,153,727         199,720,348       $ 690,433,379      

Borrowings with related parties (Note 19)

     4,477,000,000            50,000,000       $ 4,427,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,929,819,093       $ 762,385,714       $ 740,433,379       $ 4,427,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Capital management

The strategy of Modelo in managing capital (which includes capital stock, working capital and cash and cash equivalents) is to maintain a flexible capital structure that will reduce the respective costs to an acceptable level of risk and protect the Business’ ability to continue in operation as a going concern.

Modelo manages its capital structure and adjusts it when changes in economic conditions and changes in the risk features of the underlying assets arise. Likewise, it has established corporate practices which allow Modelo and the Business to have sufficient liquidity to cover its obligations.

Investments strictly follow the guidelines established in the investment and financial risk management policies of Modelo, which establish that resources must be invested in counterparties with a high credit standing (AA and above) and in highly-liquid instruments.

Financial instruments by category

The carrying amounts of financial instruments by category are as follows:

Financial assets at amortized cost:

 

Concept

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Cash and cash equivalents

   $ 266,865,952       $ 235,833,903       $ 73,081,657   

Customers

     447,812         410,494         570,986   

Other receivables

     1,703,490         3,953,763         1,275,122   

Accounts receivable from related parties

     181,675,784         39,608,861         101,202,064   
  

 

 

    

 

 

    

 

 

 

Total

   $ 450,693,038       $ 279,807,021       $ 176,129,829   
  

 

 

    

 

 

    

 

 

 

 

Page 20


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Financial liabilities at amortized cost:

 

Concept

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Suppliers and other payables

   $ 395,110,645       $ 476,493,256       $ 564,519,084   

Accounts payable to related parties

     440,888,369         445,999,405         890,153,727   

Borrowings from related parties

     2,927,000,000         4,427,000,000         4,477,000,000   
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,762,999,014       $ 5,349,492,661       $ 5,931,672,811   
  

 

 

    

 

 

    

 

 

 

Fair value of financial assets and liabilities

The amount of cash and cash equivalents, accounts receivable, accounts receivable from related parties, suppliers and other payables, accounts payable to related parties and short term borrowings, approximate their fair values due to their short maturity. The net carrying values of these accounts represent the expected cash flows.

The carrying values and estimated fair values of the long term financial liabilities valued at amortized cost are as follows:

 

      December 31, 2012      December 31, 2011      January 1, 2011  
     Carrying
value
     Fair
value
     Carrying
value
     Fair
value
     Carrying
value
     Fair
value
 

Financial liabilities:

                 

Non-Current debt

   $ 1,427,000,000       $ 1,346,831,726       $ 2,927,000,000       $ 2,750,373,896       $ 4,427,000,000       $ 4,126,244,774   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The estimated fair values were determined based on level 2 inputs using the discounted cash flows method. These fair values do not consider the current portion of financial assets and liabilities, because they approximate to their fair values.

Note 4 - Use of judgment and estimates:

The estimates and underlying assumptions are continuously reviewed. Revisions of accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Although each of the significant accounting policies requires judgments, valuations or estimates, the Business considers that the following accounting policies reflect the most critical judgments, estimates and assumptions that are important for its commercial operations and for proper understanding of its results: i) estimates of the useful lives and residual values of property, plant and equipment; ii) employee benefits; iii) determination of income taxes and iv) functional currency.

 

i) Estimates of the useful lives and residual values of property, plant and equipment.

The Business reviews the useful lives and residual values of its property, plant and equipment at the end of each annual period. During the year-end closing, it was determined that these items should not be modified, because according to the evaluation conducted by the Business’ management, they adequately reflect the economic and operating conditions of the environment in which the Business operates. The Business does not expect modifications to these concepts in the following period.

 

Page 21


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

ii) Employee benefits

The cost of employee benefits that qualify as defined benefit plans under IAS 19 (modified) “Employee Benefits” is determined based on actuarial valuations. The actuarial valuation involves actuarial assumptions in respect to discount rates, future salary increases, personnel rotation rates and mortality rates among others. Given the long-term nature of these plans, the estimates are subject to a high level of uncertainty. See Note 12.

 

iii) Determination of income tax

In order to determine deferred income tax, the Business must carry out tax projections to determine whether it has incurred income tax or flat tax, on the basis of which, it determines the base for tax incurred and deferred tax. Likewise, there are certain calculations and transactions for which the final tax determination could be uncertain. The Business management estimates the effects not to be material.

 

iv) Functional currency

The determination of the functional currency of the Business is subject to management judgment based on the currency of the environment in which the Business operates and mainly influences the pricing and costs of transactions carried out by each entity that form part of Modelo. Management considers several factors in determining its functional currency. In particular, considering the Business as a domestic operation of Modelo, where its activities are currently carried out as an extension of Modelo, therefore it was considered appropriate to use the same functional currency as its parent. Management reviews the determination of functional currency that most faithfully represents the economic effects of the underlying transactions whenever events and conditions change. Any changes in the current circumstances that could affect the Business’ functional currency would be considered prospectively.

Note 5 - Cash and cash equivalents:

The cash and cash equivalents balance is mainly comprised of cash funds, bank deposits, foreign currency balances, and highly liquid investments, all of which are not subject to material risk of changes in their value.

The balance of this item is made up as follows:

 

Item

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Cash deposits

   $ 398,749       $ 33,322,457       $ 833,505   

Highly liquid investments

     266,467,203         202,511,446         72,248,152   
  

 

 

    

 

 

    

 

 

 

Total cash and cash equivalents

   $ 266,865,952       $ 235,833,903       $ 73,081,657   
  

 

 

    

 

 

    

 

 

 

 

 

Page 22


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 6 - Accounts receivable:

The balance of this item is made up as follows:

 

Item

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Customers

   $ 447,812       $ 410,494       $ 570,986   

Other receivables

     1,703,490         3,953,763         1,275,122   

Value added tax (VAT) credit

     179,306,381         95,277,511         143,834,603   

Refunds of VAT credit in process (*)

     350,014,563         275,203,468         289,255,968   
  

 

 

    

 

 

    

 

 

 
   $ 531,472,246       $ 374,845,236       $ 434,936,679   
  

 

 

    

 

 

    

 

 

 

 

(*) Amount arising from the Business’ right to request the refund of VAT from prior years.

Note 7 - Inventories:

The balance of this item is made up as follows:

 

Item

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Non-returnable containers and packaging

   $ 453,563,187       $ 370,533,313       $ 310,565,811   

Finished goods and work in process

     266,091,602         259,019,301         170,961,496   

Raw materials

     209,909,181         226,720,971         162,423,144   

Accessories and spare parts

     87,606,471         80,760,657         56,121,108   

Goods in transit and advances to suppliers

     59,045,190         42,740,866         140,897,958   
  

 

 

    

 

 

    

 

 

 
   $ 1,076,215,631       $ 979,775,108       $ 840,969,517   
  

 

 

    

 

 

    

 

 

 

Materials and direct labor costs recognized in the carve-out combined statement of comprehensive income and included in cost of sales amounts to $7,221,448,274 ($5,225,409,480 in 2011).

 

Page 23


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 8 - Property, plant and equipment:

 

a. Property, plant and equipment at December 31, 2012 and 2011, and at January 1, 2011, is as follows:

 

    Land and
buildings
    Machinery and
equipment
    Furniture and
accessories
    Packaging
material
    Constructions
in progress
    Total  

Balances at January 1, 2011

           

Deemed cost

  $ 1,959,613,355      $ 5,555,877,223      $ 125,679,638      $        $ 614,922,020      $ 8,256,092,236   

Accumulated depreciation

    (16,119,083     (107,467,196     (9,098,399         (132,684,678
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

    1,943,494,272        5,448,410,027        116,581,239          614,922,020        8,123,407,558   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

           

Net book value at the beginning

    1,943,494,272        5,448,410,027        116,581,239          614,922,020        8,123,407,558   

Additions

    82,977,658        305,122,897        10,619,006          290,291,818        689,011,379   

Disposals

    (762,237     (33,221,586           (33,983,823

Transfer

    3,856,055        443,518,058        26,657          (447,400,770  

Depreciation for the year

    (36,819,425     (304,041,832     (13,728,350         (354,589,607
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at the end of the year

    1,992,746,323        5,859,787,564        113,498,552          457,813,068        8,423,845,507   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

           

Cost

    2,045,685,130        6,271,292,726        136,292,114          457,813,068        8,911,083,038   

Accumulated depreciation

    (52,938,807     (411,505,162     (22,793,562         (487,237,531
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

    1,992,746,323        5,859,787,564        113,498,552          457,813,068        8,423,845,507   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

           

Net book value at the beginning

    1,992,746,323        5,859,787,564        113,498,552          457,813,068        8,423,845,507   

Additions

    29,690,934        127,350,136        27,018,534        88,655,637        167,467,120        440,182,361   

Disposals

    (336,874       (70,955         (407,829

Transfer

    83,010,286        12,788,936            (95,799,222  

Depreciation for the year

    (39,870,930     (330,125,865     (15,422,763     (75,745       (385,495,303
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at the end of the year

    2,065,239,739        5,669,800,771        125,023,368        88,579,892        529,480,966        8,478,124,736   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

           

Cost

    2,158,004,709        6,410,189,362        163,075,945        88,655,637        529,480,966        9,349,406,619   

Accumulated depreciation

    (92,764,970     (740,388,591     (38,052,577     (75,745       (871,281,883
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

  $ 2,065,239,739      $ 5,669,800,771      $ 125,023,368      $ 88,579,892      $ 529,480,966      $ 8,478,124,736   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

b. The Business’ management estimates that completion of construction in progress will require an additional investment of approximately $206,656,999 ($601,893,333 at December 31, 2011 and $576,018,140 at January 1, 2011), and will be applied for the construction of offices and acquisition and installation of machinery which are expected to be completed in 2013.

 

c. Depreciation expense for the year ended December 31, are distributed as follows:

 

      Year ended
December 31,
 

Item

   2012      2011  

Cost of sales

   $ 381,354,613       $ 352,237,008   

Operating expenses

     4,140,690         2,352,599   
  

 

 

    

 

 

 

Total depreciation expense

   $ 385,495,303       $ 354,589,607   
  

 

 

    

 

 

 

 

Page 24


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 9 - Intangible assets:

Intangible assets are only comprised of definite useful life assets. At December 31, 2012 and 2011 and January 1, 2011, this balance is integrated as follows:

 

Item

   December 31,
2012
    December 31,
2011
    January 1,
2011
 

Definite life intangible assets:

      

Development costs

   $ 185,268,399      $ 185,268,399      $ 185,268,399   

Less – accumulated amortization

     (47,859,749     (29,333,688     (10,806,848
  

 

 

   

 

 

   

 

 

 
   $  137,408,650      $ 155,934,711      $ 174,461,551   
  

 

 

   

 

 

   

 

 

 

Amortization expense for the years ended December 31, 2012 and 2011 were charged to cost of sales for $18,526,061 and $18,526,840, respectively.

Note 10 - Suppliers and other payables:

The balance of this item is made up as follows:

 

Item

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Suppliers of goods or services

   $ 370,951,548       $ 443,155,688       $ 535,221,882   

Other creditors

     18,689,916         29,522,033         27,443,484   

VAT payable

     10,364,251         6,517,214         5,700,767   

Payroll tax and social charges and profit sharing.

     11,246,082         8,608,436         5,746,113   
  

 

 

    

 

 

    

 

 

 

Total liabilities and other payables

   $ 411,251,797       $ 487,803,371       $ 574,112,246   
  

 

 

    

 

 

    

 

 

 

Note 11 - Current and deferred income tax:

a. ISR:

 

i) The provisions for income taxes as of December 31, 2012 and 2011 are as follows:

 

     Year ended
December 31,
 

Item

   2012      2011  

Current income tax

   $ 354,247,780       $ 146,778,375   

Deferred income tax

     403,894,178         257,269,061   
  

 

 

    

 

 

 
   $ 758,141,958       $ 404,047,436   
  

 

 

    

 

 

 

 

ii) Based on its financial and tax projections, the Business’s management determined that the tax to be paid in the future will be the ISR, therefore the Business has recognized the deferred ISR.

 

Page 25


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

iii) The main temporary differences giving rise to deferred tax (assets) liabilities are shown below:

 

Effect in tax (asset) liabilities:

   December 31,
2012
    December 31,
2011
    January 1,
2011
 

Employee benefits

   ($ 5,164,422   ($ 3,299,234   ($ 3,692,123

Intangible assets

     (6,481,677     (5,232,555     (3,693,883

Accounts payable and others

     (1,880,009     (4,304,420     (3,184,737

Tax loss carry forwards

     —          (415,074,902     (710,370,327
  

 

 

   

 

 

   

 

 

 

Deferred income tax asset

     (13,526,108     (427,911,111     (720,941,070
  

 

 

   

 

 

   

 

 

 

Property, plant and equipment

     796,991,688        809,480,936        845,367,813   

Prepaid expenses and others

     3,309,090        2,508,051        1,061,881   
  

 

 

   

 

 

   

 

 

 

Deferred income tax liabilities

     800,300,778        811,988,987        846,429,694   
  

 

 

   

 

 

   

 

 

 

Total deferred income tax liabilities - Net

   $ 786,774,670      $ 384,077,876      $ 125,488,624   
  

 

 

   

 

 

   

 

 

 

The 2013 Revenue Law issued on December 9, 2012 and published in the Official Gazette on December 17, 2012 establishes that the 2013 income tax rate will be 30% rather than 29%. That same Revenue Law provides that the income tax rate will be 29% in 2014 and 28% beginning 2015.

Estimated reversal of temporary items - The main long-term temporary items are related to property, plant and equipment, as well as employee benefits and intangible assets which are not expected to be reversed within the next 12-months.

 

iv) The movement in deferred income tax assets and liabilities during the year, is as follows:

 

     Year ended
December 31,
 
     2012     2011  

Balance at beginning of the year

   $ 384,077,876      $ 125,488,624   

Recognized in comprehensive income

     403,894,178        257,269,061   

Recognized in other comprehensive income (Note 12)

     (1,197,384     1,320,191   
  

 

 

   

 

 

 

Balance at end of the year

   $ 786,774,670      $ 384,077,876   
  

 

 

   

 

 

 

 

Page 26


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

v) The statutory income tax rate is 30%; which differs from the effective rate of 27.71% (26.76% in 2011) are shown as follows:

 

     Year ended
December 31,
 
     2012     2011  

Profit before income tax

   $ 2,735,965,209      $ 1,510,118,047   
  

 

 

   

 

 

 

Income tax at statutory tax rate (30%)

     820,789,563        453,035,414   

Plus (less) income tax effect of the following items:

    

Inflation adjustment

     39,881,758        57,392,225   

Tax loss carry forwards inflation effect

     (19,256,510     (26,038,024

Property, plant and equipment inflation effect

     (60,955,722     (76,282,151

Income not subject to tax and others

     (29,761,354     (3,918,541

Effect of change of tax rate

     7,486,303        —     

Non deductible expenses

     (42,080     (141,487
  

 

 

   

 

 

 

Income tax recognized in the carve-out combined statement of comprehensive income

   $ 758,141,958      $ 404,047,436   
  

 

 

   

 

 

 

Effective rate

     27.71     26.76
  

 

 

   

 

 

 

At December 31, 2012, the aforementioned tax rate described in point 2 of this note gave rise to a net increase in the balance of the deferred income tax liability of $7,486,303, with the corresponding effect on carve-out combined statement of comprehensive income for the year, which was determined based on the expected reversal of temporary items at the tax rate in effect in subsequent years.

 

vi) Tax loss carry forwards

At December 31, 2011, the Business had tax loss carry forwards. Tax loss carry forwards of $1,482,410,366 were completely utilized during 2012, including the actualization effects of $64,188,369 in 2012.

 

b. IETU:

 

i) 2012 IETU is calculated at the 17.5% rate on the profit determined with base on the cash flows, such net income represents the difference between the total income collected by taxable activities, less the authorized tax deduction paid. In addition, it is also allowed to reduce this amount with the IETU credits, based on the procedures established in the effective law.

 

ii) According with the effective tax law, the Business must pay annually the higher tax between ISR and IETU.

 

Page 27


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 12 - Employee benefits:

The Business has a retirement benefit plan and a seniority premium plan to cover the obligations arising from its labor contracts and the Federal Labor Law. These benefits are payable only when the employee has worked for a certain number of years.

The following table shows the amounts and activities for retirement benefits and seniority premiums included in the carve-out combined financial statements:

 

      December 31,      January 1,
2011
 
      2012      2011     

Liabilities in the statement of financial position:

        

Retirement benefits

   $ 16,755,042       $ 11,469,860       $ 14,312,483   

Seniority premiums

     950,237         313,119         174,088   
  

 

 

    

 

 

    

 

 

 

Liability recognized in the carve-out combined statement of financial position

   $ 17,705,279       $ 11,782,979       $ 14,486,571   
  

 

 

    

 

 

    

 

 

 

 

      Year ended
December 31,
 
      2012      2011  

Charges included in the carve-out combined statement of comprehensive income in operating profit (including financial costs):

     

Retirement benefits

   $ 1,623,125       $ 1,872,343   

Seniority premiums

     170,265         139,031   
  

 

 

    

 

 

 
   $ 1,793,390       $ 2,011,374   
  

 

 

    

 

 

 

Retirement benefits are determined based on the salaries at retirement date. These benefits are provided to participants in the form of a single payment upon retirement. The level of benefit is determined depending on the period of the participant’s labor life and his/her salary in the final years before retirement.

The seniority premium is determined in accordance with Article 162 of the Mexican Federal Labor Law and is paid independently of any other benefit that corresponds to the participants or its beneficiaries.

The Business has not constituted plan assets to fund the aforementioned obligations and will use its own resources to settle these liabilities at the time they are due.

 

Page 28


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The movement of the present value of net defined benefit obligation during the years is as follows:

 

     Present value
of obligations
 

Balance at January 1, 2011

   $ 14,486,571   
  

 

 

 

Current service cost

     889,562   

Interest cost

     1,121,812   
  

 

 

 
     2,011,374   
  

 

 

 

Remeasurements:

  

Actuarial gain

     (4,714,966
  

 

 

 

Balance at December 31, 2011

     11,782,979   
  

 

 

 

Current service cost

     881,348   

Interest cost

     912,042   
  

 

 

 
     1,793,390   
  

 

 

 

Remeasurements:

  

Actuarial loss

     4,128,910   
  

 

 

 

Balance at December 31, 2012

   $ 17,705,279   
  

 

 

 

The main assumptions used in the retirement benefits and seniority premium, are as follows:

 

     2012 (%)    2011 (%)

Salary increase rate:

     

Up to 25 years

   6.20    6.20

From 26 to 35 years

   5.70    5.70

From 36 to 45 years

   5.20    5.20

From 46 to 55 years

   4.70    4.70

From 56 years or more

   4.10    4.10

Discount rate

   7.00    7.75

Following is the sensitivity analysis with respect to the discount rate applied to the present value of the defined benefit obligation (PVDBO), taking into account a one percentage point increase and a one percentage point decrease. A 1% increase in the discount rate would have decreased the PVDBO by $2,887,547 for retirement benefits and seniority premium. On the other hand, a 1% decrease in the discount rate would have increased the PVDBO by $3,598,684 for retirement benefits and seniority premium.

The aforementioned sensitivity analysis is related to the discount rate used in the actuarial calculation at December 31, 2012, provided all other variables remain constant. In practice, this is unlikely and changes in other variables can be correlated. When sensitivity analysis of the OBD was determined, the same method was used (PVDBO calculated with projected unit credit method), to that used to determine the employee benefits recognized in the carve-out combined statement of financial position.

 

Page 29


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The impact of deferred taxes on remeasurement items recognized in other comprehensive income account is as follows:

 

    

Year ended

December 31,

 
     2012     2011  

Employee benefit remeasurements - Net

   $ 4,128,910      ($ 4,714,966

Deferred income tax

     (1,197,384     1,320,191   
  

 

 

   

 

 

 

Net actuarial loss (gain) recognized in other comprehensive income

   $ 2,931,526      ($ 3,394,775
  

 

 

   

 

 

 

The weighted average duration for defined benefit obligations is 21.5 years as of December 31, 2012.

Note 13 - Parent’s net investment in the business:

Capital stock

The capital stock at December 31, 2012, and 2011 and January 1, 2011 of each entity that form part of this carve-out combined financial statements is comprised of $3,626,210,000 nominative shares, with no par value, divided as follows:

 

     Number of shares      Share capital
(historical  value)
 

Description

   Fixed 1      Variable 2     

Compañía Cervecera de Coahuila, S. A. de C. V.

     10,000         3,622,050,000       $ 3,622,060,000   

Servicios Modelo de Coahuila, S. A. de C. V.

     50,000         4,100,000         4,150,000   
  

 

 

    

 

 

    

 

 

 
         $ 3,626,210,000   
        

 

 

 
1 

Series A Class I shares - Common shares with no withdrawal rights, fully subscribed and paid.

 

2 

Series B Class II shares - Unlimited, fully subscribed and paid.

In the event of a capital reduction, any excess of stockholders’ equity equal to the Parent’s investment in the Business for this carve out purposes, over the capital contributions accounts will have the same tax treatment as dividends, as provided by the current tax provisions.

Retained earnings restrictions

 

a. Net income is subject to the legal provision requiring at least 5% of the profit of the year to be set aside to increase the legal reserve until it is equal to 20% of the capital stock.

 

Page 30


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

b. In the event of a distribution (in cash or other goods), retained earnings are subject to income tax, which is payable by the Business and is considered a final payment, according to the following:

 

   

Dividends declared paid from the After-tax Earnings Account (CUFIN for its Spanish acronym) are not subject to payment of income tax, any excess over the CUFIN account is subject to income tax at the rates in effect for the years in which dividends are declared. Tax paid may be credited against the corporate income tax in the same year or in the following two years. Dividends are distributed based on the results of the Business.

 

   

As of December 31, 2012 the CUFIN balance of the Companies that comprised the Business are as follows:

 

CCC Company

   $ 315,036,936   

Servicios Company

     72,167,933   

Note 14 - Other regular income:

Other regular income is comprised as follows:

 

     Year ended
December 31,
 
     2012      2011  

Royalties

   $ 1,220,881,272       $ 859,900,064   

Packaging and bottling material

     34,184,597         227,737   

Raw material sales

     32,770,109         34,864,712   

Other income - Net

     3,627,425         1,656,117   
  

 

 

    

 

 

 

Total

   $ 1,291,463,403       $ 896,648,630   
  

 

 

    

 

 

 

Note 15 - Expenses for employee benefits:

The expenses for employee benefits are as follows:

 

      Year ended
December 31,
 
      2012      2011  

Salaries, payroll taxes and social security

   $ 140,683,065       $ 119,115,681   

Employee profit sharing

     5,315,691         3,762,944   

Net cost of employee benefits (include finance costs)

     1,793,390         2,011,374   
  

 

 

    

 

 

 

Total

   $ 147,792,146       $ 124,889,999   
  

 

 

    

 

 

 

 

Page 31


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 16 -Other income - Net:

Other income (expenses), net is comprised as follows:

 

     Year ended
December 31,
 
     2012     2011  

Inflationary effect on tax refunds collected

   $ 8,629,824      $ 6,862,275   

Loss on sale of property, plant and equipment

     (297,740     (293,326

Other income

     3,499,227        9,033,125   

Other expenses

     (273,860     (160,732
  

 

 

   

 

 

 

Total other income, net

   $ 11,557,451      $ 15,441,342   
  

 

 

   

 

 

 

Note 17 - Finance income and cost:

The finance income and expenses are as follows:

 

     Year ended
December 31,
 
     2012     2011  

Finance income:

    

Interest income

   $ 8,491,587      $ 13,214,349   

Finance cost:

    

Interest cost

     (213,098,780     (269,606,262

Interest cost of employee benefits

     (912,042     (1,121,812
  

 

 

   

 

 

 
     (214,010,822     (270,728,074

Foreign exchange (loss) gain - Net

     (9,082,456     13,190,013   
  

 

 

   

 

 

 

Finance cost - Net

   ($ 214,601,691   ($ 244,323,712
  

 

 

   

 

 

 

Note 18 - Contingencies and commitments:

Contingencies

 

a. Various lawsuits are currently in progress for different reasons. In the opinion of the Business officers and lawyers, if the courts rule against the Business, these matters will not substantially affect the carve-out combined financial position or the carve-out combined comprehensive income.

Commitments

 

b. As of December 31, 2012, there are outstanding commitments for the purchase of machinery and equipment for approximately U.S. dollar 23,644 thousand ($308,034 thousand pesos), U.S. dollar 41,904 thousand ($587,247 thousand pesos) at December 31, 2011 and U.S. dollar 36,074 thousand ($446,697 thousand pesos) at January 1, 2011.

 

Page 32


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

c. As of December 31, 2012, there are mandatory operating lease commitments for the use of transportation equipment, which establishes future expenses for a total of $584,675 with the following payments:

 

     Pesos  

One year

   $ 323,260   

Between 2 and 3 years

     261,415   
  

 

 

 

Total

   $ 584,675   
  

 

 

 

Note 19 - Transactions and balances with related parties:

Stockholders

Modelo invests in the capital stock of its subsidiaries by taking part in their formation and acquiring shares in the companies as an investment through its wholly owned subsidiary Diblo that directly invests in the shares of its subsidiaries (including the Business), which as mentioned in Note 1, are involved mainly in the production, distribution and sale of beer in Mexico and abroad. Both, Modelo and Diblo made loans to the Business disclosed later in this note.

Affiliated companies

Diblo, has various subsidiaries that provide services to the Business. These services include the purchase and sale of packaging material, raw material, bottles and package, maintenance of property, plant and equipment and others, freight and administrative and technical personnel and other services. Accounts receivable with affiliated companies in 2011 are mainly due to sale of packaging material, raw material, bottles and package.

Other related parties

The sale of beer is made predominantly through one related party which is also a subsidiary of Diblo.

Dirección de Fábricas and subsidiaries (DIFA)—is engaged in the manufacture of glass bottles. The Business has a relationship with DIFA, since Diblo, S. A. de C. V. holds a 46% interest in DIFA. DIFA is the principal supplier of glass bottles to the Business.

Related party balances associated to the transactions described above, are shown below:

 

Related parties

   December 31,
2012
     December 31,
2011
     January 1,
2011
 

Accounts receivable:

        

Other related parties

   $ 181,675,784       $ 19,278,949       $ 101,202,064   

Affiliated companies:

        

Cervecería Modelo, S. A. de C. V.

     —           11,866,955         —     

Cervecería Modelo de Torreón, S. A. de C. V.

     —           7,052,464         —     

Cervecería del Pacifico, S. A. de C. V.

     —           1,410,493         —     
  

 

 

    

 

 

    

 

 

 
   $ 181,675,784       $ 39,608,861       $ 101,202,064   
  

 

 

    

 

 

    

 

 

 

 

Page 33


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

     December 31,
2012
     December 31,
2011
     January 1,
2011
 

Accounts payable:

        

Affiliated companies

        

Compañía Cervecera de Zacatecas, S. A. de C. V.

     45,759,000         25,130,334         33,875,594   

Envases y Tapas Modelo, S. A. de C. V.

     25,351,177         20,255,714         11,946,957   

Extractos y Maltas, S. A. de C. V.

     17,715,163         10,326,009         26,351,950   

Diblo Corporativo, S. A. de C. V.

     14,417,340         —           —     

Integrow Malt Llc.

     10,166,452         2,619,712         20,159,299   

Cervecería Modelo, S. A. de C. V.

     9,213,704         —           10,120,556   

Inamex de Cerveza y Malta, S. A. de C. V.

     7,098,222         5,368,423         4,325,031   

Cenexis, S. A. de C. V.

     602,012         778,546         71,797   

Cebadas y Maltas, S. A. de C. V.

     —           —           20,370,319   

Otras compañías afiliadas

     6,281,621         9,456,633         29,827,248   
  

 

 

    

 

 

    

 

 

 
     136,604,691         73,935,371         157,048,751   
  

 

 

    

 

 

    

 

 

 

Stockholders (Owner’s)

        

Diblo, S. A. de C. V.

     11,945,491         20,429,940         520,741,973   

Grupo Modelo, S. A. B. de C. V.

     5,135,336         5,068,606         35,238,809   
  

 

 

    

 

 

    

 

 

 
     17,080,827         25,498,546         555,980,782   
  

 

 

    

 

 

    

 

 

 

Other related parties

     287,202,851         346,565,488         177,124,194   
  

 

 

    

 

 

    

 

 

 
   $ 440,888,369       $ 445,999,405       $ 890,153,727   
  

 

 

    

 

 

    

 

 

 

Borrowings:

        

Stockholders:

        

Diblo, S. A. de C. V. 1

   $ 2,047,000,000       $ 3,547,000,000       $ 3,377,000,000   

Grupo Modelo, S. A. B. de C. V. 1

     880,000,000         880,000,000         1,100,000,000   
  

 

 

    

 

 

    

 

 

 

Total short and long term borrowings

   $ 2,927,000,000       $ 4,427,000,000       $ 4,477,000,000   
  

 

 

    

 

 

    

 

 

 

 

1 

Diblo, S. A. de C. V. and Grupo Modelo, S. A. B. de C. V., provide a revolving credit facility to the Business, without specific guarantee. Beginning January 1, 2011 the Business has calculated a market interest rate over the average daily balance that it has available at the interbank interest rate + 1% -TIIE for its Spanish acronym- (5.84% and 5.80% at December 31, 2012 and 2011, respectively). The payment of the principal balance is made considering the expected cash flows and the working capital needs of the Business.

 

Page 34


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The main transactions carried out during the years ended December 31, 2012 and 2011 with related parties are the same that were carried at fair value and are described below:

 

      Year ended
December 31,
 

Description

   2012      2011  

Expenses:

     

Affiliated companies

     

Packaging material

   $ 993,936,029       $ 690,154,485   

Raw material

     570,941,785         408,151,458   

Administrative, technical and personnel services

     553,250,979         369,292,743   

Freight

     261,521,879         214,964,415   

Maintenance of Plant and equipment

     42,586,266         58,659,232   

Maintenance and others

     10,857,649         213,532   
  

 

 

    

 

 

 
     2,433,094,587         1,741,435,865   
  

 

 

    

 

 

 

Stockholders

     

Interest

     213,098,780         269,606,262   
  

 

 

    

 

 

 

Other related parties

     

Bottles and package

     2,609,828,213         1,883,543,502   
  

 

 

    

 

 

 
   $ 5,256,021,580       $ 3,894,585,629   
  

 

 

    

 

 

 

Revenue for:

     

Affiliated companies

     

Royalties

     1,220,881,272         859,900,064   

Accessories and spare parts

     2,236,096         —     

Raw material and finished goods

     980,825         16,052,754   

Other

     118,820         499,251   

Sale of plant and equipment

     —           33,657,738   
  

 

 

    

 

 

 
     1,224,217,013         910,109,807   

Other related parties:

     

Beer sales

     9,902,391,158         6,850,203,857   
  

 

 

    

 

 

 
   $ 11,126,608,171       $ 7,760,313,664   
  

 

 

    

 

 

 

Remuneration of key management personnel

As previously mentioned, the Business is part of Modelo, where all decisions, control, and key strategy are managed directly at corporate, therefore the Business does not have any key executives. The General Management and the Finance Management of the Business have an operative role in relation to the decisions taken at corporate level. The key personnel of Modelo control and direct the operations of the Business. Payments to these personnel are made by a different subsidiary. It is not possible to determine with certainty the charges that the Business receives for the mentioned key personnel, although a portion of the key management remuneration is included in the carve-out allocations (see Note 1). The compensation of key personal is disclosed in the consolidated financial statements of Modelo and its subsidiaries.

 

Page 35


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

Note 20 - Subsequent events:

As mentioned in Note 1, the merger between AB InBev and Grupo Modelo proposed in June 2012 was blocked by the U.S. Department of Justice based on the anti-trust grounds. On April 19, 2013, AB InBev and Grupo Modelo reached a settlement agreement with the U.S. Department of Justice based on a revised merger agreement. Pursuant to this revised merger agreement, Grupo Modelo would sell its U.S. business to Constellation Brands and AB InBev would acquire the 50% equity interest in Grupo Modelo that it does not already own. The revised agreement was subject to regulatory approvals in the U.S. and Mexico. On April 22, 2013 the U.S. Federal Court approved the revised merger agreement. Grupo Modelo expects to complete the divestiture of its U.S. business by June 2013.

Note 21 - Effects of the transition to IFRS:

These are the first carve-out combined financial statements of the Business prepared under IFRS.

The accounting policies established in Note 2 have been applied in preparing the carve-out combined financial statements for the year ended December 31, 2012 and the comparative information for the year ended December 31, 2011, and the preparation of the opening carve-out combined statement of financial position under IFRS at January 1, 2011 (transition date for the Business).

When preparing the opening carve-out combined statement of financial position under IFRS, the Business adjusted figures previously reported in the carve-out combined financial statements prepared in accordance with NIF. Following is an explanation of the manner in which the transition from NIF to IFRS has affected the Business’ financial position, its financial performance and its cash flows:

The effects of adopting IFRS are summarized in this note, as follows:

 

(i) Initial elections at the adoption date.

 

(ii) Reconciliation of NIF and IFRS.

 

(iii) Adjustments to the carve-out combined statement of cash flows.

 

(i) Initial elections at the adoption date

Following are IFRS 1 optional exemptions and obligatory exceptions applied when converting NIF to IFRS.

The Business applied the following exemptions:

The Business chose the alternative of deemed cost for plant and equipment as described in section ii) adjustment a) below.

The Business elected to recognize items of property at fair value at January 1, 2011, as described below.

IFRS obligatory exceptions

Following are the IFRS 1 obligatory exceptions having some impact on the Business:

Estimates - Estimates under IFRS at January 1, 2011 are consistent with estimates made to date in accordance with NIF.

Derecognition of financial assets and liabilities - The Business has not recognized any financial assets or liabilities previously disposed of under NIF.

 

Page 36


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

(ii) Reconciliation of NIF and IFRS

IFRS 1 requires presentation of the reconciliation of stockholders’ equity, corresponding to the Parent’s net investment in the Business for this carve-out purposes, carve-out combined comprehensive income and carve-out combined cash flows for prior periods. The following tables represent the reconciliation of NIF and IFRS for the respective periods indicated for parent’s net investment in the business and comprehensive income.

Reconciliation of NIF and IFRS required by IFRS 1

Following are the effects of adopting IFRS on equity at January 1 and December 31, 2011:

 

Concept

   Note    December 31,
2011
    January 1,
2011
 

Parent’s net investment in the business under NIF

      $ 4,405,309,820      $ 3,571,220,040   

Revaluation of property, plant and equipment

   a      90,002,350        90,002,350   

Employee benefits

   b      (7,952,518     (13,186,152

Deferred income tax adjustment

   d      (22,973,953     (21,508,535

Initial income tax adjustment

   d        46,476,419   
     

 

 

   

 

 

 

Parent’s net investment in the business under IFRS

      $ 4,464,385,699      $ 3,673,004,122   
     

 

 

   

 

 

 

Comprehensive income - Reconciliation for the year ended December 31, 2011, previously reported under NIF against IFRS

 

           December 31,
2011
 

Carve-out combined net income for the year

   Note   

Net income under NIF (including carve-out effects)

      $ 1,152,173,589   

Employee benefits

   b      518,668   

Deferred income tax

   d      (46,621,646
     

 

 

 

Net income under IFRS

      $ 1,106,070,611   
     

 

 

 

Other comprehensive items:

     

Employee benefits remeasurement

   b      4,714,966   

Deferred income tax in comprehensive income

        (1,320,191
     

 

 

 

Total other comprehensive items

        3,394,775   
     

 

 

 

Comprehensive income under IFRS

      $ 1,109,465,386   
     

 

 

 

 

Page 37


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

The main impacts of the adoption of IFRS and changes in accounting policies are described below:

Adjustments

 

a. Property, plant and equipment - The Business elected the option under IFRS 1, which allows property, plant and equipment at the time of initial measurement to be stated at their deemed cost (fair value or value recognized under NIF at the date of transition). In this case, the Business carried out appraisals of the land, through an independent appraiser. The appraisals increased the value of the land by $90,002,350 on January 1, 2011. For all other property, plant and equipment, the Business chose the IFRS 1 option and valued property, plant and equipment under NIF at the transition date. These values are stated at historical cost plus restated values for all acquisitions up to December 31, 2007, determined by applying National Consumer Price Index (NCPI) factors to acquisition cost from the date of acquisition to December 31, 2007.

Effective January 1, 2011, the Business will use the historical cost method for valuing property, plant and equipment.

Following is the book value under NIF and the fair value of the assets revalued (land) at the transition date:

 

     Book
value
     Appraisal
adjustment
     Fair
value
 

Land

   $ 31,517,582       $ 90,002,350       $ 121,519,932   
  

 

 

    

 

 

    

 

 

 

 

b. Employee benefits - Under NIF there is a transition liability to be amortized while for IFRS this transition liability was allowed to be amortized up to 2004. Therefore, the transition asset/liability existing under NIF as of January 1, 2011 will be reversed against retained earnings at the date of adoption.

Given the early adoption of the new standard IAS 19 being effective of January 1, 2013, the Business has recognized in equity the required amendments to the plan. The changes include the elimination of the corridor approach, differences in the allocation of the pension costs for its presentation in different line items. As such, the financial cost will be presented within finance costs, the actuarial gains and losses will be recognized directly in retained earnings.

Termination benefits recognized under NIF are not permitted under IFRS except when the Business is demonstrably committed to terminate employment for an employee or a group of employees before the normal retirement date or whenever an employee accepts voluntary redundancy. Therefore, the Business will only recognize this liability when a detailed formal plan is in place for the employees affected.

The net impact of these benefits increased the employee benefit liability by $13,186,152 at January 1, 2011 and by $7,952,518 at December 31, 2011.

 

c.

Effects of inflation - In order for an economy to qualify as hyperinflationary under NIF, accumulated inflation for the last three years must equal or exceed 26%, therefore the Business suspended the recognition of inflationary effects on its financial information as of January 1, 2008. In order to recognize these effects under IFRS, cumulative inflation over the last three years must be equal to or

 

Page 38


Piedras Negras Brewery Business

Notes to the Carve-out Combined Financial Statements

For the years ended December 31, 2012 and 2011 and January 1, 2011

 

 

  greater than 100%. Since January 1, 1998 there has been no such inflation effects in Mexico, therefore the Business has eliminated the inflation effects of those items in which there is no option under IFRS 1 to continue recognizing the deemed cost against retained earnings. The only impact derived from not recognizing the inflation effects refers to the capital stock, which was adjusted against retained earnings for an amount of $53,993,200. This effect does not modify the Business equity.

 

d. Deferred income tax - The methodology and recognition of deferred income tax under IFRS and NIF are virtually the same. The deferred income tax adjustment represents the effect of deferred income tax resulting from the change in book value of land, and accounting for employee benefits due to the adoption of IFRS.

On the other hand, the fiscal values used in the determination of the deferred income tax of certain items of property, plant and equipment and intangible assets were reviewed during 2011 under NIF, these caused a reduction in the deferred income tax liability and an increase in the net income for the year of $46,476,419. The effects were included at the transition date for IFRS adoption purposes.

 

e. Parent’s net investment in the Business - Transition adjustments were recognized against retained earnings at January 1, 2011. These adjustments were derived from the adoption mentioned in the points above. The retained earnings at January 1, 2011 were increased by $155,777,282.

Reclassifications

 

f. Advance payments for the purchase of inventory and property, plant and equipment - Under NIF, advances to suppliers for the acquisition of inventory and property, plant and equipment were shown in the carve-out combined statement of financial position as long or short-term advance payments, as appropriate. Under IFRS, no such differentiation is made and those items are usually shown separately under each of the respective captions. Therefore, advance payments of this type under NIF were reclassified to inventory and to property, plant and equipment, on the basis of their features. These reclassifications were made on the basis of the balances presented under NIF. At January 1, 2011, $138,388,026 was reclassified from non-current advanced payments to property, plant and equipment and $96,073,814 from current advanced payments to inventories. At December 31, 2011, $303,805,142 was reclassified from non-current advanced payments to property, plant and equipment, and $37,040,931 from current advanced payments to inventories.

 

g. PTU - Under IFRS, PTU is considered a short-term employee benefit, shown under operating costs and expenses, while under NIF, it was shown under other expenses. For the year 2011, $3,762,944 was reclassified to cost.

 

h. Other (expenses) income, net - Under IFRS, other expenses and income must form part of operating income. For NIF purposes, this line item was shown after the operating profit.

 

i. Furthermore, in the carve-out combined statement of financial position under NIF, the legal reserve was presented as an item of retained earnings and under IFRS it is presented in a separate item of reserves.

 

(iii) Adjustments to the carve-out combined statement of cash flows

The transition from NIF to IFRS did not have a significant effect on the Business cash flows. Reconciling items pertaining to the presentation under NIF and under IFRS had no impact on cash flows generated.

 

C.P. Emilio Fullaondo Botella   C.P. Narciso Gálvez Peña
Vice President of Administration and Finance   Director of Tax, Consolidation and Normative
Grupo Modelo, S.A.B. de C.V.   Grupo Modelo, S.A.B. de C.V.

 

Page 39