United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant To Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September 2013
Commission File Number: 1-16269
AMÉRICA MÓVIL, S.A.B. DE C.V.
(Exact Name of the Registrant as Specified in the Charter)
America Mobile
(Translation of Registrants Name into English)
Lago Zurich 245
Plaza Carso / Edificio Telcel
Colonia Granada Ampliación
11529 México, D.F., México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. (Check One)
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Report on Form 6-K shall be deemed incorporated by reference into the Registrants
Registration Statement on Form F-3ASR (File No. 333-182394).
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2013
The information in this report supplements information contained in our annual report on Form 20-F for the year ended December 31, 2012 (File No. 001-16269), filed with the Securities and Exchange Commission on April 30, 2013 (our 2012 Form 20-F).
1
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Financial Position
(In thousands of Mexican pesos)
At June 30, 2013 | At
December 31, 2012 (Restated Note 2b) |
|||||||
Current assets: |
||||||||
Cash and cash equivalents |
Ps. | 31,585,252 | Ps. | 45,487,200 | ||||
Accounts receivable, net |
112,643,084 | 120,205,954 | ||||||
Derivative financial instruments |
10,598,790 | 2,779,749 | ||||||
Related parties |
393,876 | 689,053 | ||||||
Inventories, net |
33,460,372 | 28,697,820 | ||||||
Other current assets, net |
15,675,702 | 11,271,463 | ||||||
|
|
|
|
|||||
Total current assets |
204,357,076 | 209,131,239 | ||||||
Non-current assets: |
||||||||
Property, plant and equipment, net |
486,797,598 | 500,434,272 | ||||||
Licenses and rights of use, net |
40,284,384 | 44,052,430 | ||||||
Trademarks, net |
1,353,445 | 1,143,315 | ||||||
Goodwill |
98,017,583 | 99,705,859 | ||||||
Investment in associated companies |
90,486,577 | 73,116,285 | ||||||
Deferred taxes |
46,330,107 | 41,291,481 | ||||||
Other non-current assets, net |
15,196,072 | 15,729,154 | ||||||
|
|
|
|
|||||
Total non-current assets |
778,465,766 | 775,472,796 | ||||||
|
|
|
|
|||||
Total assets |
Ps. | 982,822,842 | Ps. | 984,604,035 | ||||
|
|
|
|
|||||
Liabilities and equity |
||||||||
Current liabilities: |
||||||||
Short-term debt and current portion of long-term debt (Note 5) |
Ps. | 57,432,630 | Ps. | 13,621,806 | ||||
Accounts payable and accrued liabilities |
191,313,276 | 184,056,080 | ||||||
Taxes payable |
19,480,601 | 24,944,133 | ||||||
Derivative financial instruments |
5,071,863 | 5,025,047 | ||||||
Related parties |
975,676 | 1,254,672 | ||||||
Deferred revenues |
23,039,775 | 23,956,939 | ||||||
|
|
|
|
|||||
Total current liabilities |
297,313,821 | 252,858,677 | ||||||
Long-term debt (Note 5) |
401,066,085 | 404,048,282 | ||||||
Deferred taxes |
6,249,696 | 5,309,295 | ||||||
Deferred revenues |
1,203,212 | 1,100,195 | ||||||
Employee benefits |
62,612,451 | 66,439,339 | ||||||
|
|
|
|
|||||
Total non-current liabilities |
471,131,444 | 476,897,111 | ||||||
|
|
|
|
|||||
Total liabilities |
768,445,265 | 729,755,788 | ||||||
|
|
|
|
|||||
Equity (Note 8): |
||||||||
Capital stock |
96,399,715 | 96,414,841 | ||||||
Retained earnings: |
||||||||
Prior years |
147,590,071 | 119,962,470 | ||||||
Profit for the period |
41,063,843 | 90,980,853 | ||||||
|
|
|
|
|||||
Total retained earnings |
188,653,914 | 210,943,323 | ||||||
Other comprehensive income items |
(79,527,807 | ) | (61,797,616 | ) | ||||
|
|
|
|
|||||
Equity attributable to equity holders of the parent |
205,525,822 | 245,560,548 | ||||||
Non-controlling interests |
8,851,755 | 9,287,699 | ||||||
|
|
|
|
|||||
Total equity |
214,377,577 | 254,848,247 | ||||||
|
|
|
|
|||||
Total liabilities and equity |
Ps. | 982,822,842 | Ps. | 984,604,035 | ||||
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive Income
(In thousands of Mexican pesos, except for earnings per share)
For the six-month periods ended June 30, |
||||||||
2013 | 2012 (Restated Note 2b) |
|||||||
Operating revenues |
||||||||
Services revenues |
Ps. | 348,867,277 | Ps. | 352,596,830 | ||||
Net sales of equipment and accessories |
38,892,317 | 31,639,948 | ||||||
|
|
|
|
|||||
387,759,594 | 384,236,778 | |||||||
|
|
|
|
|||||
Operating costs and expenses |
||||||||
Cost of sales and services |
175,422,592 | 166,820,131 | ||||||
Commercial, administrative and general expenses |
81,556,612 | 80,917,397 | ||||||
Other expenses |
1,920,419 | 1,569,601 | ||||||
Depreciation and amortization |
49,645,423 | 51,853,940 | ||||||
|
|
|
|
|||||
Total operating costs and expenses |
308,545,046 | 301,161,069 | ||||||
|
|
|
|
|||||
Operating income |
79,214,548 | 83,075,709 | ||||||
|
|
|
|
|||||
Interest income |
2,673,376 | 3,147,578 | ||||||
Interest expense |
(13,534,048 | ) | (12,368,102 | ) | ||||
Exchange (loss) gain, net |
(6,484,435 | ) | 3,193,618 | |||||
Valuation of derivatives and other financial items, net |
(2,051,738 | ) | (7,745,996 | ) | ||||
Equity interest in net income (losses) of associated companies |
662,963 | (64,070 | ) | |||||
|
|
|
|
|||||
Profit before income tax |
60,480,666 | 69,238,737 | ||||||
Income tax (Note 9) |
19,329,651 | 23,284,907 | ||||||
|
|
|
|
|||||
Net profit for the period |
Ps. | 41,151,015 | Ps. | 45,953,830 | ||||
|
|
|
|
|||||
Net profit for the period attributable to |
||||||||
Equity holders of the parent |
Ps. | 41,063,843 | Ps. | 45,689,027 | ||||
Non-controlling interests |
87,172 | 264,803 | ||||||
|
|
|
|
|||||
Ps. | 41,151,015 | Ps. | 45,953,830 | |||||
|
|
|
|
|||||
Other comprehensive income (loss) items |
||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: |
||||||||
Effect of translation of foreign entities |
Ps. | (18,164,862 | ) | Ps. | (18,707,968 | ) | ||
Effect of fair value of derivatives, net of deferred taxes |
(540,797 | ) | 113,747 | |||||
Items not to be reclassified to profit or loss in subsequent periods: |
||||||||
Remeasurement of defined benefit plans, net of income tax effect |
416,820 | | ||||||
|
|
|
|
|||||
Total other comprehensive loss for the period |
Ps. | (18,288,839 | ) | Ps. | (18,594,221 | ) | ||
|
|
|
|
|||||
Total comprehensive income for the period |
Ps. | 22,862,176 | Ps. | 27,359,609 | ||||
|
|
|
|
|||||
Comprehensive income for the period attributable to |
||||||||
Equity holders of the parent |
Ps. | 23,333,652 | Ps. | 27,737,999 | ||||
Non-controlling interests |
(471,476 | ) | (378,390 | ) | ||||
|
|
|
|
|||||
Ps. | 22,862,176 | Ps. | 27,359,609 | |||||
|
|
|
|
|||||
Basic and diluted earnings per share attributable to equity holders of the parent |
Ps. | 0.55 | Ps. | 0.60 | ||||
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Changes in Equity
For the six-month period ended June 30, 2013
(In thousands of Mexican pesos)
Capital Stock |
Legal reserve |
Retained earnings |
Total retained earnings |
Effect of derivative financial instruments acquired for hedging purposes |
Remeasurement of defined benefit plans, net of income tax effect |
Effect of translation |
Total equity attributable to equity holders of the parent |
Non-controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2012, as previously reported |
Ps. | 96,414,841 | Ps. | 358,440 | Ps. | 212,761,551 | Ps. | 213,119,991 | Ps. | (496,011 | ) | Ps. | (7,241,006 | ) | Ps. | 301,797,815 | Ps. | 10,525,562 | Ps. | 312,323,377 | ||||||||||||||||||||
Adoption of IAS 19(R) Note 2b) |
(2,176,668 | ) | (2,176,668 | ) | Ps. | (54,080,905 | ) | 20,306 | (56,237,267 | ) | (1,237,863 | ) | (57,475,130 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at January 1, 2013 (Restated) |
96,414,841 | 358,440 | 210,584,883 | 210,943,323 | (496,011 | ) | (54,080,905 | ) | (7,220,700 | ) | 245,560,548 | 9,287,699 | 254,848,247 | |||||||||||||||||||||||||||
Net profit for the period |
41,063,843 | 41,063,843 | 41,063,843 | 87,172 | 41,151,015 | |||||||||||||||||||||||||||||||||||
Effect of translation of foreign entities |
(17,605,607 | ) | (17,605,607 | ) | (559,255 | ) | (18,164,862 | ) | ||||||||||||||||||||||||||||||||
Effect of fair value of derivatives, net of deferred taxes |
(541,404 | ) | (541,404 | ) | 607 | (540,797 | ) | |||||||||||||||||||||||||||||||||
Remeasurement of defined benefit plans, net of income tax effect |
416,820 | 416,820 | 416,820 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income for the period |
41,063,843 | 41,063,843 | (541,404 | ) | 416,820 | (17,605,607 | ) | 23,333,652 | (471,476 | ) | 22,862,176 | |||||||||||||||||||||||||||||
Dividends |
(16,256,247 | ) | (16,256,247 | ) | (16,256,247 | ) | (16,256,247 | ) | ||||||||||||||||||||||||||||||||
Repurchase of shares |
(15,126 | ) | (46,892,723 | ) | (46,892,723 | ) | (46,907,849 | ) | (46,907,849 | ) | ||||||||||||||||||||||||||||||
Other |
13,273 | 13,273 | 13,273 | 70,633 | 83,906 | |||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests |
(217,555 | ) | (217,555 | ) | (217,555 | ) | (35,101 | ) | (252,656 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at June 30, 2013 |
Ps. | 96,399,715 | Ps. | 358,440 | Ps. | 188,295,474 | Ps. | 188,653,914 | Ps. | (1,037,415 | ) | Ps. | (53,664,085 | ) | Ps. | (24,826,307 | ) | Ps. | 205,525,822 | Ps. | 8,851,755 | Ps. | 214,377,577 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Changes in Equity
For the six-month period ended June 30, 2012
(In thousands of Mexican pesos)
(Restated Note 2b)
Capital stock |
Legal reserve |
Retained earnings |
Total retained earnings |
Effect
of derivative financial instruments acquired for hedging purposes |
Remeasurement of defined benefit plans, net of income tax effect |
Effect of translation |
Total equity attributable to equity holders of the parent |
Non-controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2011, as previously reported |
Ps. | 96,419,636 | Ps. | 358,440 | Ps. | 163,694,041 | Ps. | 164,052,481 | Ps. | (242,583 | ) | Ps. | | Ps. | 25,410,650 | Ps. | 285,640,184 | Ps. | 9,999,511 | Ps. | 295,639,695 | |||||||||||||||||||
Adoption of the IAS 19(R) Note 2 b) |
(1,636,398 | ) | (1,636,398 | ) | (54,303,442 | ) | 268,565 | (55,671,275 | ) | (3,507,722 | ) | (59,178,997 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at January 1, 2012 (Restated) |
96,419,636 | 358,440 | 162,057,643 | 162,416,083 | (242,583 | ) | (54,303,442 | ) | 25,679,215 | 229,968,909 | 6,491,789 | 236,460,698 | ||||||||||||||||||||||||||||
Net profit for the period |
45,689,027 | 45,689,027 | 45,689,027 | 264,803 | 45,953,830 | |||||||||||||||||||||||||||||||||||
Effect of translation of foreign entities |
(18,051,389 | ) | (18,051,389 | ) | (656,579 | ) | (18,707,968 | ) | ||||||||||||||||||||||||||||||||
Effect of fair value of derivatives, net of deferred taxes |
100,361 | 100,361 | 13,386 | 113,747 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income for the period |
45,689,027 | 45,689,027 | 100,361 | (18,051,389 | ) | 27,737,999 | (378,390 | ) | 27,359,609 | |||||||||||||||||||||||||||||||
Dividends |
(15,289,943 | ) | (15,289,943 | ) | (15,289,943 | ) | (80,058 | ) | (15,370,001 | ) | ||||||||||||||||||||||||||||||
Repurchase of shares |
(3,324 | ) | (12,671,894 | ) | (12,671,894 | ) | (12,675,218 | ) | (12,675,218 | ) | ||||||||||||||||||||||||||||||
Consolidation effect of NET |
(155,158 | ) | (155,158 | ) | (155,158 | ) | 3,041,699 | 2,886,541 | ||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests |
(5,337,921 | ) | (5,337,921 | ) | (5,337,921 | ) | (1,926,943 | ) | (7,264,864 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at June 30, 2012 |
Ps. | 96,416,312 | Ps. | 358,440 | Ps. | 174,291,754 | Ps. | 174,650,194 | Ps. | (142,222 | ) | Ps. | (54,303,442 | ) | Ps. | 7,627,826 | Ps. | 224,248,668 | Ps. | 7,148,097 | Ps. | 231,396,765 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands of Mexican pesos)
For the six-month periods ended June 30, |
||||||||
2013 | 2012 (Restated Note 2a) |
|||||||
Operating Activities: |
||||||||
Profit before income tax |
Ps. | 60,480,666 | Ps. | 69,238,737 | ||||
Items not requiring the use of cash: |
||||||||
Depreciation |
45,983,082 | 45,941,325 | ||||||
Amortization of intangible assets |
3,662,341 | 5,912,615 | ||||||
Equity interest in net (income) losses of associated companies |
(662,963 | ) | 64,070 | |||||
Loss on sale of fixed assets |
(8,032 | ) | (5,597 | ) | ||||
Net period cost of labor obligations |
6,169,348 | 2,436,953 | ||||||
Exchange gain (loss), net |
1,537,217 | (6,968,762 | ) | |||||
Interest expense |
13,534,048 | 12,368,102 | ||||||
Employee profit sharing |
2,132,683 | 1,589,359 | ||||||
Valuation of derivatives, net |
(6,894,068 | ) | 4,693,868 | |||||
Working capital changes: |
||||||||
Accounts receivable |
(4,706,249 | ) | (1,622,163 | ) | ||||
Prepaid expenses |
(4,419,260 | ) | (5,299,356 | ) | ||||
Related parties |
782,785 | 186,822 | ||||||
Inventories |
(5,444,887 | ) | 3,652,001 | |||||
Other assets |
270,979 | (2,954,166 | ) | |||||
Accounts payable and accrued liabilities |
(646,882 | ) | 12,600,184 | |||||
Financial instruments |
(3,494,135 | ) | (468,074 | ) | ||||
Deferred revenues |
(811,507 | ) | 218,396 | |||||
Labor obligations |
(5,546,562 | ) | (3,501,906 | ) | ||||
Employee profit sharing paid |
(1,630,267 | ) | (3,354,552 | ) | ||||
Income tax paid |
(25,854,064 | ) | (20,694,182 | ) | ||||
|
|
|
|
|||||
Net cash flows provided by operating activities |
74,434,273 | 114,033,674 | ||||||
|
|
|
|
|||||
Investing activities: |
||||||||
Purchase of property, plant and equipment |
(55,719,054 | ) | (63,620,202 | ) | ||||
Proceeds from sale of fixed assets |
28,652 | 14,241 | ||||||
Cash acquired by consolidation |
259,540 | 5,378,807 | ||||||
Acquisition of licenses |
| (253,927 | ) | |||||
Dividends received |
83,165 | | ||||||
Acquisition of investments in associates and subsidiaries |
(16,423,995 | ) | (59,684,554 | ) | ||||
|
|
|
|
|||||
Net cash flows used in investing activities |
(71,771,692 | ) | (118,165,635 | ) | ||||
|
|
|
|
|||||
Financing activities: |
||||||||
Loans obtained |
44,530,037 | 57,106,897 | ||||||
Repayment of loans |
(3,268,983 | ) | (25,160,386 | ) | ||||
Interest paid |
(10,325,950 | ) | (10,914,787 | ) | ||||
Repurchase of shares |
(46,172,321 | ) | (12,657,073 | ) | ||||
Dividends paid |
(57,902 | ) | (93,725 | ) | ||||
Derivative financial instruments |
(261,265 | ) | 5,245,912 | |||||
Acquisition of non-controlling interest |
(168,750 | ) | (7,264,864 | ) | ||||
|
|
|
|
|||||
Net cash flows (used in) provided by financing activities and others |
(15,725,134 | ) | 6,261,974 | |||||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents |
(13,062,553 | ) | 2,130,013 | |||||
|
|
|
|
|||||
Adjustment to cash flows due to exchange rate fluctuations |
(839,395 | ) | 1,106,973 | |||||
Cash and cash equivalents at beginning of period |
45,487,200 | 59,123,996 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
Ps. | 31,585,252 | Ps. | 62,360,982 | ||||
|
|
|
|
|||||
Non-cash transactions related to: |
||||||||
2013 | 2012 | |||||||
Investing activities |
||||||||
Purchases of Property, plant and equipment in accounts payable at period end |
Ps. | 6,574,407 | Ps. | 35,934,365 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(In thousands of Mexican pesos and thousands of U.S. dollars, unless otherwise indicated)
1. Description of the business
América Móvil, S.A.B. de C.V. and subsidiaries (hereinafter, the Company, América Móvil or AMX) was incorporated under laws of Mexico on September 25, 2000. The Company provides telecommunications services in 18 countries throughout Latin America, the United States and the Caribbean. These telecommunications services include mobile and fixed voice services, mobile and fixed data services, internet access and paid TV, as well as other related services.
| The voice services provided by the Company, both mobile and fixed, mainly include the following: airtime, local, domestic and international long-distance services, and network interconnection services. |
| The data services provided by the Company include the following: value added services, corporate networks, data and Internet services. |
| Paid TV represents basic services, as well as pay per view and additional programming and advertising services. |
| Related services mainly include equipment and computer sales, and revenues from advertising in telephone directories and other services in related with Telecommunications Industries. |
In order to provide these services, América Móvil has the necessary licenses, permits and concessions (collectively referred to herein as licenses) to build, install, operate and exploit public and/or private telecommunications networks and provide miscellaneous telecommunications services (mostly mobile and fixed telephony services), as well as to operate frequency bands in the radio-electric spectrum to be able to provide fixed wireless telephony and to operate frequency bands in the radio-electric spectrum for point-to-point and point-to-multipoint microwave links. The Company holds licenses in the 18 countries where it has a presence, and such licenses will expire between 2013 through 2046.
Certain licenses require the payment to the respective governments of a share in sales determined as a percentage of revenues from services under concession. The percentage is set as either a fixed rate or in some cases based on certain size of the infrastructure in operation.
América Móvil is located in Mexico City at Lago Zurich # 245, Colonia Ampliación Granada, Miguel Hidalgo, zip code 11529.
The accompanying unaudited interim condensed consolidated financial statements were approved for their issuance by the Companys Chief Financial Officer on August 29, 2013.
2. | Basis of Preparation of the Consolidated Financial Statements and Changes in Significant Accounting Policies and Practices |
a) Basis of preparation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with the International Accounting Standard No. 34, Interim Financial Reporting (IAS 34), and using the same accounting policies applied in preparing the annual statements, except as explained below.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Companys audited annual consolidated financial statements as of December 31, 2012 and 2011, and for the three year period ended December 31, 2012 as included in the Companys Annual Report on Form 20-F for the year ended December 31, 2012 (the 2012 Form 20-F).
7
The preparation of these interim financial statements in accordance with IAS 34 requires the use of critical estimates and assumptions that affect the amounts reported for certain assets and liabilities, as well as certain income and expenses. It also requires that management exercise judgment in the application of the Companys accounting policies.
The accompanying unaudited condensed consolidated statement of cash flows for the period ended June 30, 2012 has been restated for the correction of the Ps.5,378,807 of cash acquired by the consolidation of NET Serviços de Comunicação, S.A. (NET) as of January 1, 2012. In the previously reported unaudited condensed consolidated statement of cash flows for the period ended June 30, 2012, such cash acquired amounts were reported at Ps.4,593,271, a difference of Ps.785,536. Corrected amounts result in a decrease in net cash flows used in investing activities from those previously reported and an increase in cash and cash equivalent balances previously reported at June 30, 2012.
The Mexican peso is the currency of presentation of these unaudited interim condensed consolidated financial statements.
b) New standards, interpretations and amendments thereof
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Companys annual consolidated financial statements for the year ended December 31, 2012, except for the adoption of new standards and interpretations effective as of January 1, 2013 as explained below.
The Company applied, for the first time, certain new IFRS amendments that required retrospective application (restatement) of the previously reported financial statements. Most specifically, the Company adopted IAS 1 and IAS 19 (Revised 2011), both as quantified below. Several other new standards and amendments were also applied for the first time in 2013. However, the adoption of those IFRS standards and amendments did not have a significant impact on the unaudited interim condensed consolidated financial statements of the Company.
The nature and the impact of each new standard/amendment are described below.
IAS 1 Presentation of Items of Other Comprehensive Income Amendments to IAS 1
The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affected presentation only and had no impact on the AMXs unaudited condensed consolidated financial position or results of operations. Refer to the unaudited condensed consolidated statement of other comprehensive income (loss) for a quantification of this new segregation for both interim periods presented herein.
IAS 1 Clarification of the requirement for comparative information (Amendment)
The amendment to IAS 1 clarifies the difference between voluntary additional comparative information and the minimum required comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional voluntarily comparative information does not need to be presented in a complete set of financial statements.
An opening statement of financial position (known as the third balance sheet) must be presented when an entity applies an accounting policy retrospectively, makes retrospective restatements, or reclassifies items in its financial statements, provided any of those changes has a material effect on the statement of financial position at
8
the beginning of the preceding period. The amendment clarifies that a third balance sheet does not have to be accompanied by comparative information in the related notes. Under IAS 34, the minimum items required for interim condensed financial statements do not include a third balance sheet. Accordingly, a third balance sheet is not presented for the retrospective adjustments to prior periods (due to application of IAS 19R) as discussed herein.
IAS 34 Interim financial reporting and segment information for total assets and liabilities (Amendment)
The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 Operating Segments. Total assets and liabilities for a reportable segment need to be disclosed only when the amounts are regularly provided to the Chief Operating Decision Maker (CODM) and there has been a material change in the total amount disclosed in the entitys previous annual consolidated financial statements for that reportable segment. This amendment did not have an impact on the segment information because there was no material changes in the amounts disclosed in the 2012 annual consolidated financial statements. In fact AMX already discloses the assets and liabilities in their segment note as is reviewed by the CODM.
IAS 19, Employee Benefits (Revised)
IAS 19R includes a number of amendments to the accounting for defined benefit plans, including actuarial gains and losses that are now recognized in OCI and permanently excluded from profit and loss; expected returns on plan assets that are no longer recognized in profit or loss, instead, there is a requirement to recognize interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation, and; unvested past service costs are now recognized in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognized. Other amendments include new disclosures, such as, quantitative sensitivity disclosures.
These modifications were effective beginning January 1, 2013, with retrospective application to January 1, 2012, resulting in the restatement of both the December 31, 2012 Condensed Consolidated Statement of Financial Position, and the previously reported Unaudited Condensed Consolidated Statement of Comprehensive Income for the six months ended June 30, 2012.
Changes in the defined benefit obligation and plan assets are divided in three components:
| Service cost, |
| Net interest of net (assets) liabilities of defined benefits, and |
| Actuarial gains and losses (remeasurements) of the net (assets) liabilities for defined benefits. |
The net interest of net (assets) liabilities is calculated using a rate of return for high quality corporate bonds for the Companys Puerto Rico operations, using a rate of return for Mexican Government bonds for the Companys Mexican operations, and using a rate of return for Brazilian Government bonds for the Companys Brazilian operations. The modifications require that interest on plan assets is calculated with the discount rate used to measure the obligation, which may be less than the rate previously used to calculate the expected return on plan assets.
9
In case of AMX, the transition to IAS 19R had an impact on the pension asset and employee benefits as is explained in the table below:
Consolidated Statements of Financial Position:
At January 1, | ||||||||
2013 | 2012 | |||||||
In millions of pesos |
||||||||
Decrease in net projected pension plan asset |
Ps. | (26,589 | ) | Ps. | ( 22,328 | ) | ||
Increase in deferred tax asset |
7,295 | 8,123 | ||||||
|
|
|
|
|||||
Net decrease in assets |
Ps. | (19,294 | ) | Ps. | (14,205 | ) | ||
|
|
|
|
|||||
Increase in labor obligations |
Ps. | 54,104 | Ps. | 60,589 | ||||
Decrease in deferred tax liability |
(15,923 | ) | (15,616 | ) | ||||
|
|
|
|
|||||
Net increase in liabilities |
Ps. | 38,181 | Ps. | 44,973 | ||||
|
|
|
|
|||||
Retained earnings: |
||||||||
Prior years |
Ps. | (1,711 | ) | Ps. | ( 1,636 | ) | ||
Current period |
(466 | ) | | |||||
Accumulated other comprehensive income |
(54,060 | ) | (54,035 | ) | ||||
Non-controlling interests |
(1,238 | ) | (3,508 | ) | ||||
|
|
|
|
|||||
Net decrease in equity |
Ps. | (57,475 | ) | Ps. | (59,179 | ) | ||
|
|
|
|
|||||
Net effect attributable to: |
||||||||
Equity holders of the parent |
Ps. | (56,237 | ) | Ps. | (55,671 | ) | ||
Non-controlling interests |
(1,238 | ) | (3,508 | ) | ||||
|
|
|
|
|||||
Ps. | (57,475 | ) | Ps. | (59,179 | ) | |||
|
|
|
|
Consolidated Statements of Comprehensive Income
In millions of pesos:
For the six-month period ended June 30, 2012 |
||||
Decrease in costs and expenses |
Ps. | 1,941 | ||
Increase in financing cost |
(2,378 | ) | ||
Deferred income taxes |
202 | |||
|
|
|||
Decrease in net profit for the period from amounts previously reported |
Ps. | (235 | ) | |
|
|
|||
Decrease in net profit for the period attributable to: |
||||
Equity holders of the parent |
Ps. | (202 | ) | |
Non-controlling interests |
(33 | ) | ||
|
|
|||
Decrease in net profit for the period from amounts previously reported |
Ps. | (235 | ) | |
|
|
IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements
IFRS 10 establishes a single control model that applies to all entities including special purpose entities. IFRS 10 replaces the parts of previously existing IAS 27 Consolidated and Separate Financial Statements that dealt with consolidated financial statements and SIC-12 Consolidation Special Purpose Entities. IFRS 10
10
changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. To meet the definition of control in IFRS 10, all three criteria must be met, including: (a) an investor has power over an investee; (b) the investor has exposure, or rights, to variable returns from its involvement with the investee; and (c) the investor has the ability to use its power over the investee to affect the amount of the investors returns. IFRS 10 was adopted on January 1, 2013 and had no impact on the unaudited interim condensed consolidated financial statements of the Company.
IFRS 11 Joint Arrangements and IAS 28 Investment in Associates and Joint Ventures
IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities Non-monetary Contributions by Ventures. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method.
IFRS 11 is effective for annual periods beginning on or after January 1, 2013. Accordingly, IFRS 11 had no impact on the unaudited interim condensed consolidated financial statements.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 sets out the requirements for disclosures relating to an entitys interests in subsidiaries, joint arrangements, associates and structured entities. None of these disclosure requirements are applicable for interim condensed consolidated financial statements, unless significant events and transactions in the interim period require that they are provided. Accordingly, the Company has not made such disclosures.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Company.
IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required for financial instruments by IAS 34.16A(j), thereby affecting the unaudited condensed consolidated financial statements. The Company has provided the applicable disclosures in Note 11.
The Company has not early adopted any other IFRS interpretation or amendment that has been issued but is not yet effective.
c) Employee benefits
The Company has defined benefit pension plans in place in its subsidiaries Radiomóvil Dipsa, S.A. de C.V., Telecomunicaciones de Puerto Rico, S.A., Teléfonos de México and Embratel. Embratel also has medical plans and defined contribution plans. These plans require the valuation and recognition of the accumulated effects of retirement and post-retirement labor obligations through actuarial computations using the projected unit credit method.
The Company recognizes the cost for pension benefits, seniority premiums and termination benefits on an annual basis based on independent actuarial computations applying the projected unit-credit method, using financial assumptions net of inflation. The latest actuarial computation was prepared as of December 31, 2012.
11
3. | Property, plant and equipment, net |
During the six-month periods ended June 30, 2013 and 2012, the Company invested in plant and equipment in order to increase and update its transmission network and other mobile and fixed assets for an amount of Ps.55,719,054 and Ps.63,620,202, respectively.
4. | Investments in Associates |
The balance of the Companys investments in associates primarily represents the Companys European investments (KPN and Telekom Austria). During the six months ended June 30, 2013, the carrying value of the Companys investments in associates increased by Ps. 17.3 billion net, primarily as a result of additional investments in KPN of Ps 14.2 billion as disclosed below and additional acquisitions during the period of Ps. 527 million are related to other minor associates. The Company also recorded equity in earnings on its investments. Changes in the carrying value of the Companys investments in associates attributable to the translation of foreign currencies for the six month period of Ps. 1.1 billion have also been recorded.
During April 2013, KPN launched a rights offering to raise up to 3 billion of equity. Pursuant to the Companys agreement with KPN, the Company subscribed for new shares in the rights offering in proportion to the Companys previous ownership of KPN shares. Upon settlement of the offering on May17, 2013, the Company paid 895.8 million (Ps.14.2 billion) and owned a total of 1,267,677,000 shares of KPN, continuing to represent 29.77% of the outstanding shares of KPN. See Note 13 for subsequent events related to KPN.
During the quarter ended June 30, 2013, the Company completed its equity method purchase price allocation for its investment in KPN. The Companys equity method purchase price allocation for Telekom Austria is still preliminary in nature, in that its final determination of the fair value of non-monetary assets has yet to be completed. The Company is currently in the process of making the necessary assessments in order to determine the specific fair value of the underlying net assets acquired. This process will be completed during the third quarter of 2013.
The Company owns 1,267,677,000 shares of KPN, with a carrying value of Ps.71.7 billion as of June 30, 2013. KPNs shares are traded on the Amsterdam Stock Exchange, and the closing price for such shares was 1.59 per share at June 30, 2013, equating to a Level 1 fair value of the Companys investment in KPN of Ps.34.7 billion at June 30, 2013 exchange rates. As of June 30, 2013, the carrying value of the investment in KPN was Ps.37.0 billion in excess of its Level 1 fair value.
The Company owns 104,875,874 shares of Telekom Austria, with a carrying value of Ps.16.9 billion as of June 30, 2013. Telekom Austrias shares are traded on the Vienna Stock Exchange, and the closing price for such shares was 4.86 per share at June 30, 2013, equating to a Level 1 fair value of the Companys investment in Telekom Austria of Ps.8.8 billion at June 30, 2013 exchange rates. As of June 30, 2013, the carrying value of the investment in Telekom Austria was Ps.8.1 billion in excess of its Level 1 fair value.
12
The Company continues to believe that it will recover the carrying value of its KPN and Telekom Austria shares through their future value-in-use.
During the six-months ended June 30, 2013, the Companys equity method investees also adopted the provisions of IAS 19R. However, such adoption did not have any significant impact on amounts reported in the accompanying unaudited interim condensed consolidated financial statements.
5. | Debt |
The Companys short- and long-term debt consists of the following:
At June 30, 2013 | ||||||||||||
Currency |
Loan |
Rate | Maturity from 2013 to |
Total | ||||||||
U.S. dollars |
||||||||||||
ECA credits (fixed rate) |
2.52% | 2017 | Ps. | 1,121,826 | ||||||||
ECA credits (floating rate) |
L+0.35% and L+0.75% | 2018 | 4,239,076 | |||||||||
Fixed-rate notes |
2.375%-8.57% | 2042 | 199,116,472 | |||||||||
Leases |
3.75% | 2015 | 279,516 | |||||||||
Lines of credit |
7.7%, 7.75% y 9.26% | 2019 | 2,703,622 | |||||||||
|
|
|||||||||||
Subtotal U.S. dollars |
207,460,512 | |||||||||||
|
|
|||||||||||
Euros |
||||||||||||
Fixed rate notes |
3.0%, 3.75%, 4.125% and 4.75% | 2022 | 64,342,906 | |||||||||
|
|
|||||||||||
Subtotal Euros |
64,342,906 | |||||||||||
|
|
|||||||||||
Mexican pesos |
||||||||||||
Fixed-rate notes |
4.10%-9.00% | 2037 | 64,210,962 | |||||||||
Floating rate notes |
Cetes + 0.55% & TIIE+ 0.40%- 1.50% |
2016 | 22,600,000 | |||||||||
Lines of credit (fixed rate) |
4.02% y 4.4% | 2014 | 10,000,000 | |||||||||
Lines of credit (floating rate) |
TIIE + 0.25% & 0.275% | 2013 | 21,300,000 | |||||||||
|
|
|||||||||||
Subtotal Mexican pesos |
118,110,962 | |||||||||||
|
|
|||||||||||
Reais |
||||||||||||
Lines of credit |
4.50% | 2018 | 1,487,463 | |||||||||
|
|
|||||||||||
Subtotal Brazilian reais |
1,487,463 | |||||||||||
|
|
|||||||||||
Colombian pesos |
Bonds |
7.59% | 2016 | 3,086,803 | ||||||||
|
|
|||||||||||
Subtotal Colombian pesos |
3,086,803 | |||||||||||
|
|
|||||||||||
Bonds |
1.125%-5.75% | 2041 | 63,632,439 | |||||||||
Other currencies |
Leases |
2.75%-8.97% | 2027 | 186,868 | ||||||||
Lines of credit |
19.00% and 19.45% | 2014 | 190,762 | |||||||||
|
|
|||||||||||
Subtotal other currencies |
64,010,069 | |||||||||||
|
|
|||||||||||
Total debt |
458,498,715 | |||||||||||
|
|
|||||||||||
Less: Short-term debt and current portion of long -term debt |
57,432,630 | |||||||||||
|
|
|||||||||||
Long-term debt |
Ps. | 401,066,085 | ||||||||||
|
|
13
At December 31, 2012 | ||||||||||||
Currency |
Loan |
Rate | Maturity from 2012 to |
Total | ||||||||
U.S. dollars |
||||||||||||
ECA credits (fixed rate) |
2.52% | 2017 | Ps. | 1,244,992 | ||||||||
ECA credits (floating rate) |
L + 0.35%, L + 0.50% and L + 0.75% | 2018 | 4,967,924 | |||||||||
Fixed-rate notes |
2.375%-6.375% | 2042 | 196,424,526 | |||||||||
Leases |
3.75% | 2015 | 333,972 | |||||||||
Lines of credit |
6.5% and 9.26% | 2019 | 1,555,488 | |||||||||
|
|
|||||||||||
Subtotal U.S. dollars |
204,526,902 | |||||||||||
|
|
|||||||||||
Euros |
||||||||||||
Fixed-rate notes |
3.0%, 3.75%, 4.125% and 4.75% | 2022 | 64,365,844 | |||||||||
|
|
|||||||||||
Subtotal Euros |
64,365,844 | |||||||||||
|
|
|||||||||||
Mexican pesos |
||||||||||||
Fixed-rate notes |
4.10%-9.00% | 2037 | 56,613,388 | |||||||||
Floating-rate notes |
Cetes + 0.55% & TIIE +-0.40% - 1.50% |
2016 | 22,600,000 | |||||||||
|
|
|||||||||||
Subtotal Mexican pesos |
79,213,388 | |||||||||||
|
|
|||||||||||
Reais |
||||||||||||
Lines of credit |
4.50% | 2018 | 1,920,311 | |||||||||
Floating-rate notes |
IPCA + 0.50% | 2021 | 343,795 | |||||||||
|
|
|||||||||||
Subtotal Brazilian reais |
2,264,106 | |||||||||||
|
|
|||||||||||
Colombian pesos |
Bonds |
IPC + 6.8% & 7.59% | 2016 | 4,561,772 | ||||||||
|
|
|||||||||||
Subtotal Colombian pesos |
4,561,772 | |||||||||||
|
|
|||||||||||
Other currencies |
Bonds |
1.25%-5.75% | 2041 | 62,250,027 | ||||||||
Leases |
4.35%-8.97% | 2027 | 246,188 | |||||||||
Lines of credit |
19.00% and 19.45% | 2014 | 241,861 | |||||||||
|
|
|||||||||||
Subtotal other currencies |
62,738,076 | |||||||||||
|
|
|||||||||||
Total debt |
417,670,088 | |||||||||||
|
|
|||||||||||
Less: Short-term debt and current portion of long -term debt |
13,621,806 | |||||||||||
|
|
|||||||||||
Long-term debt |
Ps. | 404,048,282 | ||||||||||
|
|
Legend:
Cetes = Mexican Treasury Certificates
ECA = Export Credit Agreement
IPCA = Brazils consumer price index.
IPC = Consumer Price Index
L = LIBOR or London Interbank Offered Rate
TIIE = Mexican Weighted Interbank Interest Rate
14
Except for the fixed-rate notes, interest rates on the Companys debt are subject to variances in international and local rates. The Companys weighted average cost of borrowed funds at June 30, 2013 and December 31, 2012 was approximately 4.9% and 5.0%, respectively.
Such rates do not include commissions or the reimbursements for Mexican tax withholdings (typically a tax rate of 4.9%) that the Company must make to international lenders. In general, fees on financing transactions add ten basis points to financing costs.
An analysis of the Companys short-term debt at June 30, 2013 and at December 31, 2012 is as follows:
At June 30, 2013 |
At December 31, 2012 |
|||||||
Domestic senior notes |
Ps. | 9,557,463 | Ps. | 9,517,467 | ||||
Senior Notes |
12,877,428 | | ||||||
Local bonds |
| 1,250,808 | ||||||
Lines of credit used |
32,756,346 | 331,820 | ||||||
Other loans |
33,271 | 151,807 | ||||||
|
|
|
|
|||||
Total |
Ps. | 55,224,508 | Ps. | 11,251,902 | ||||
|
|
|
|
|||||
Weighted average interest rate |
4.7 | % | 6.5 | % | ||||
|
|
|
|
An analysis of maturities of the Companys long-term debt as of June 30, 2013 is as follows:
Year |
Amount | |||
2014 |
Ps. | 10,946,401 | ||
2015 |
38,504,530 | |||
2016 |
42,884,269 | |||
2017 |
31,761,455 | |||
2018 |
12,443,558 | |||
2019 and thereafter |
264,525,872 | |||
|
|
|||
Total |
Ps. | 401,066,085 | ||
|
|
Senior Notes At June 30, 2013 and December 31, 2012, the Company has senior notes issued in U.S. dollars of US$ 15,098 million (Ps. 199,116 million) and of US$ 15,098 million (Ps. 196,425 million), respectively, maturing from 2014 to 2042. At June 30, 2013 and December 31, 2012, the Company also had senior notes issued in Mexican pesos of Ps.86,811 million and of Ps. 79,213 million, respectively, maturing from 2013 to 2037.
In November 2012, AMX established a new program to issue peso-denominated notes that can be distributed and traded on a seamless basis in Mexico and internationally. The notes are registered with both the U.S. Securities and Exchange Commission and the Mexican Banking and Securities Commission. AMX sold Ps. 15 billion of notes under the program in November 2012 and a further Ps.7.5 billion in March 2013.
Lines of credit granted or guaranteed by export credit agencies The Company has medium- and long-term financing programs for the purchase of equipment, with certain institutions, to promote exports and provide financial support to purchase export equipment from their respective countries. The outstanding balance under these plans at June 30, 2013 and December 31, 2012 is approximately Ps. 5,361million and Ps 6,213 million, respectively.
Domestic notes At June 30, 2013 and December 31, 2012, debt under domestic notes aggregates to Ps. 46,939 million and Ps. 46,842 million, respectively. Some bear interest at fixed rates, and others at variable rates based on CETES (a rate based on the cost of Mexican treasuries) or TIIE (a Mexican interbank rate).
In addition to the above, the Company has two commercial paper programs authorized by the Mexican Banking and Securities Commission (CNBV) for a total amount of Ps. 20,000 million.
15
Contractual restrictions
General
In conformity with the credit agreements, the Company is obligated to comply with certain financial and operating commitments. Such covenants limit in certain cases, the ability of the Company or the guarantor to: pledge assets, carry out certain types of mergers, sell all or substantially all of its assets, and sell control over Telcel.
Such covenants do not restrict the ability of AMXs subsidiaries to pay dividends or other payment distributions to AMX. The more restrictive financial covenants require the Company to maintain a consolidated ratio of debt to EBITDA (earnings before interest, tax, depreciation and amortization) that does not exceed 4 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 2.5 to 1 (in accordance with the provisions of the credit agreements). In certain instruments Telcel is subject to similar ratios and covenants as AMX. Also, Telmex Internacional is subject to financial covenants of maintaining a ratio of debt to EBITDA that does not exceed 3.5 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 3 to 1 (in accordance with the provisions of the credit agreements).
Several of the financing instruments of the Company are subject to early extinguishment or re-purchase, at the option of the debt holder in case of a change in control.
Restrictions (Telefonos de Mexico, S.A.B. de C.V. TELMEX):
A portion of the debt is subject to certain restrictions with respect to maintaining certain financial ratios, as well as restrictions on selling a significant portion of groups of assets, among others. At June 30, 2013, the Company was in compliance with all these requirements.
A portion of the debt is also subject to early maturity or repurchase at the option of the holders in the event of a change in control of the Company, as so defined in each instrument. The definition of change in control varies from instrument to instrument; however, no change in control shall be considered to have occurred as long as Carso Global Telecom or its current shareholders continue to hold the majority of the Companys voting shares.
At June 30, 2013, the Company complied with all the conditions established in our debt agreements.
At June 30, 2013, approximately 53% of America Movils total outstanding consolidated debt was guaranteed by Telcel.
16
6. Related Parties
For the six-month periods ended June 30, 2013 and 2012, the Company conducted the following transactions with related parties:
2013 | 2012 | |||||||
Revenues: |
||||||||
Sale of long-distance services and other telecommunications services |
Ps. | 126,609 | Ps. | 230,551 | ||||
International interconnection services |
321,815 | 159,305 | ||||||
Sale of materials and other services |
207,633 | 224,227 | ||||||
Other services |
5,204 | 2,923 | ||||||
|
|
|
|
|||||
Total |
Ps. | 661,261 | Ps | 617,006 | ||||
|
|
|
|
|||||
Expenses: |
||||||||
Construction services, purchases of materials, inventories and fixed assets |
Ps. | 2,124,399 | Ps. | 2,406,036 | ||||
Insurance premiums, fees paid for administrative and operating services, brokerage services and others |
865,923 | 930,100 | ||||||
Call termination costs |
206,552 | 133,592 | ||||||
Other |
527,639 | 542,655 | ||||||
|
|
|
|
|||||
Total |
Ps. | 3,724,513 | Ps. | 4,012,383 | ||||
|
|
|
|
7. Contingencies
Included in Note 17 on pages F-51 to F-61 of the Companys 2012 Form 20-F is a disclosure of material contingencies outstanding as of December 31, 2012. As of June 30, 2013, there has not been any material change in the status of those contingencies other than to disclose that certain operators that were parties to the proceedings with COFECO-Monopolistic practices investigations disclosed on page F-51 and F-52 have challenged the revocation of the fine as disclosed therein.
8. | Equity |
a) At June 30, 2013 and December 31, 2012, the Company´s capital stock was represented by 72,210,995,400 (23,424,632,660 series AA shares, 695,984,711 series A shares and 48,090,378,029 registered L shares) and 75,841,000,000 (23,424,632,660 series AA shares, 712,842,183 series A shares and 51,703,525,157 registered L shares), respectively.
b) The capital stock of the Company consists of a minimum fixed portion of Ps.397,873 (nominal amount), represented by a total of 95,489,724,196 shares (including treasury shares available for re-subscription in accordance with the provisions of the Mexican Securities Law), of which (i) 23,424,632,660 are common series AA shares; (ii) 776,818,130 are common series A shares; and (iii) 71,288,273,406 are series L shares, all of them fully subscribed and paid.
c) At June 30, 2013 and December 31, 2012, the Company´s treasury shares included shares for re-subscription, in accordance with the provisions of the Mexican Securities Law, in the amount of 23,278,728,796 shares (23,271,905,710 series L shares and 6,823,086 series A shares) and 19,648,724,196 shares (19,642,211,887 series L shares and 6,512,309 series A shares), respectively.
d) During the first six months of 2013 AMX has also continued to repurchase shares of its capital stock under its share repurchase program, the Company repurchased approximately 3.6 billion Series L shares and 310.7 thousand Series A shares for an aggregate purchase price of Ps. 46.9 billion.
17
e) The holders of Series AA and Series A shares are entitled to full voting rights. The holders of series L shares may only vote in certain circumstances, and they are only entitled to appoint two members of the Board of Directors and their respective alternates. The matters in which the shareholders who are entitled to vote are the following: extension of the term of the Company, early dissolution of the Company, change of corporate purpose of the Company, change of nationality of the Company, transformation of the Company, a merger with another company, as well as the cancellation of the registration of the shares issued by the Company in the National Securities Registry (Registro Nacional de Valores) and any other foreign stock exchanges where they may be registered, except for quotation systems or other markets not organized as stock exchanges where they may be registered, except for quotations systems or other markets nor organized as stock exchanges. Within their respective series, all shares confer the same rights to their holders. The Companys bylaws contain restrictions and limitations related to the subscription and acquisition of Series AA shares by non-Mexican investors.
In accordance with the bylaws of the Company, Series AA shares must at all times represent no less than 20% and no more than 51% of the Companys capital stock, and they also must represent at all times no less than 51% of the common shares (entitled to full voting rights, represented by Series AA and Series A shares) representing said capital stock.
Series AA shares may only be subscribed to or acquired by Mexican investors, Mexican corporations and/or trusts expressly empowered for such purposes in accordance with the applicable legislation in force. Common Series A shares, which may be freely subscribed, may not represent more than 19.6% of capital stock and may not exceed 49% of the common shares representing such capital. Common shares (entitled to full voting rights, represented by Series AA and Series A shares) may represent no more than 51% of the Companys capital stock.
Lastly, the combined number of series L shares, which have limited voting rights and may be freely subscribed, and series A shares may not exceed 80% of the Companys capital stock. For purposes of determining these restrictions, the percentages mentioned above refer only to the number of Company shares outstanding.
Dividends
f) On April 25, 2012, the Companys shareholders approved (i) the payment of a cash dividend of Ps.0.20 pesos per share for each Series AA, A and L shares, payable in two equal installments of Ps.0.10 pesos; and (ii) to increase the amount of funds available for the acquisition of the Companys own shares by Ps.30 billion pursuant to Article 56 of the Mexican Securities Market Law.
g) On April 22, 2013, the Companys shareholders approved:
(i) | payment of a cash dividend from the consolidated net profit tax account (cuenta de utilidad fiscal neta consolidada), of Ps.0.22 (twenty-two peso cents), payable in two installments, for each shares of its capital stock series AA, A and L outstanding as of the date of the dividend payment, subject to adjustments arising from other corporate events (including repurchase or placement of its own shares) that may vary the number of shares outstanding as of the date of said dividend payment; and |
(ii) | to increase by Ps.40.0 billion, the outstanding amount to repurchase shares in accordance with Article 56 of the Securities Market Law (Ley del Mercado de Valores). |
9. | Income Tax |
An analysis of income tax expense charged to results of operations for the six-month periods ended June 30, 2013 and 2012 is as follows:
2013 | 2012 | |||||||
Current period income tax |
Ps.24,696,053 | Ps.21,975,286 | ||||||
Deferred income tax |
(5,366,402 | ) | 1,309,621 | |||||
|
|
|
|
|||||
Total |
Ps.19,329,651 | Ps.23,284,907 | ||||||
|
|
|
|
18
The Companys effective tax rate was 32% and 34% for the six months ended June 30, 2013 and 2012, respectively. Significant differences between the estimated effective tax rate and the statutory tax rate for such interim periods are consistent with similar differences disclosed in Note 20 to the Companys audited consolidated financial statements for the year ended December 31, 2012.
10. | Components of other comprehensive loss |
An analysis of the components of the other comprehensive loss for the six-month periods ended June 30, 2013 and 2012 is as follows:
2013 | 2012 | |||||||
Valuation of the derivative financial instruments, net of deferred tax |
Ps. | (541,404) | Ps. | 100,361 | ||||
Translation effect of foreign subsidiaries |
(17,605,607 | ) | (18,051,389 | ) | ||||
Remeasurement of defined benefit plans, net of income tax effect |
416,820 | | ||||||
Non-controlling interest of the items above |
(558,648 | ) | (643,193 | ) | ||||
|
|
|
|
|||||
Other comprehensive loss |
Ps. | (18,288,839) | Ps. | (18,594,221) | ||||
|
|
|
|
19
11. | Other Financial Assets and Liabilities |
Set out below is an overview of the financial instruments, other than cash and short-term deposits, held by AMX as at June 30, 2013 and December 31, 2012:
June 30, 2013 | ||||||||||||||||
Loans and receivables |
Available-for- Sale |
Fair Value Through Profit or Loss |
Fair Value through OCI |
|||||||||||||
Financial Assets: |
||||||||||||||||
Accounts receivable, net |
Ps.112,643,084 | Ps. | Ps. | | ||||||||||||
Related parties |
393,876 | | Ps. | | ||||||||||||
Derivative financial instruments |
| | Ps.10,598,790 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps.113,036,960 | Ps. | Ps.10,598,790 | Ps. | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial Liabilities: |
||||||||||||||||
Debt |
Ps.458,498,715 | Ps. | ||||||||||||||
Accounts payable and accrued liabilities |
191,313,276 | | ||||||||||||||
Related parties |
975,676 | |||||||||||||||
Derivative financial instruments |
| | Ps. 4,881,639 | Ps. | 190,224 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps.650,787,667 | Ps. | Ps. 4,881,639 | Ps. | 190,224 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2012 | ||||||||||||||||
Loans and receivables |
Available-for-Sale | Fair Value Through Profit or Loss |
Fair Value through OCI |
|||||||||||||
Financial Assets: |
||||||||||||||||
Accounts receivable, net |
Ps.120,205,954 | Ps. | Ps. | | ||||||||||||
Related parties |
689,053 | | | |||||||||||||
Derivative financial instruments |
| | Ps. 2,779,749 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps.120,895,007 | Ps. | Ps. 2,779,749 | Ps. | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial Liabilities: |
||||||||||||||||
Debt |
Ps.417,670,088 | Ps. | | |||||||||||||
Accounts payable and accrued liabilities |
184,056,080 | | | |||||||||||||
Related parties |
1,254,672 | | | |||||||||||||
Derivative financial instruments |
| | Ps. 4,816,589 | Ps. | 208,458 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps.602,980,840 | Ps. | Ps. 4,816,589 | Ps. | 208,458 | |||||||||||
|
|
|
|
|
|
|
|
20
The comparison between carrying value and fair value of financial assets and liabilities at June 30, 2013 is as follows:
Carrying Value | Fair Value | |||||||
Assets: |
||||||||
Derivative financial instruments |
Ps.10,598,790 | Ps.10,598,790 | ||||||
Pension plan assets |
223,800,071 | 223,800,071 | ||||||
|
|
|
|
|||||
Total |
Ps.234,398,861 | Ps.234,398,861 | ||||||
|
|
|
|
|||||
Liabilities: |
||||||||
Debt |
Ps.458,498,715 | Ps.487,135,071 | ||||||
Derivative financial instruments |
5,071,863 | 5,071,863 | ||||||
|
|
|
|
|||||
Total |
Ps.463,570,578 | Ps.492,206,934 | ||||||
|
|
|
|
Fair value hierarchy:
The Companys valuation techniques used to determine and disclose the fair value of its financial instruments are based on the following hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Variables other than quoted prices in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and
Level 3: Variables used for the asset or liability that are not based on any observable market data (non-observable variables).
For the six-month periods ended June 30, 2013 and the year ended December 31, 2012, no transfers were made between Level 1 and Level 2 fair value measurement techniques.
21
At June 30, 2013, América Móvil had the following financial instruments either measured or disclosed at fair value.
Measuring fair value at June 30, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Derivative financial instruments |
Ps. | | Ps. | 10,598,790 | Ps. | | Ps. | 10,598,790 | ||||||||
Pension plan assets |
223,800,071 | | | 223,800,071 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps.223,800,071 | Ps. | 10,598,790 | Ps. | | Ps. | 234,398,861 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. | 309,415,951 | Ps. | 177,719,120 | Ps. | | Ps. | 487,135,071 | ||||||||
Derivative financial instruments |
| 5,071,863 | | 5,071,863 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 309,415,951 | Ps. | 182,790,983 | Ps. | | Ps. | 492,206,934 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Measuring fair value at December 31, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Derivative financial instruments |
Ps. | | Ps. | 2,779,749 | Ps. | | Ps. | 2,779,749 | ||||||||
Pension plan assets |
225,951,661 | | | 225,951,661 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 225,951,661 | Ps. | 2,779,749 | Ps. | | Ps. | 228,731,410 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. | 326,614,401 | Ps. | 143,258,386 | Ps. | | Ps. | 469,872,787 | ||||||||
Derivative financial instruments |
| 5,025,047 | | 5,025,047 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 326,614,401 | Ps. | 148,283,433 | Ps. | | Ps. | 474,897,834 | ||||||||
|
|
|
|
|
|
|
|
22
12. | Segments |
América Móvil operates in different countries. The Company has operations in Mexico, Guatemala, Nicaragua, Ecuador, El Salvador, Brazil, Argentina, Colombia, United States, Honduras, Chile, Peru, Paraguay, Uruguay, Dominican Republic, Puerto Rico and Panama.
The Company management analyzes the financial and operating information by geographical segment except for Mexico, which shows América Móvil (Corporate and Telcel) and Telmex as two segments. All significant operating segments that represent more than 10% of consolidated revenues, more than 10% of net profit and more than 10% of consolidated assets, are presented separately.
Mexico (1) | Telmex | Brazil | Southern Cone (2) | Colombia | Andean (3) | Central- America (4) |
U.S.A. (5) | Caribbean (6) | Eliminations | Total consolidated |
||||||||||||||||||||||||||||||||||
For six-month periods June 30, 2013 |
||||||||||||||||||||||||||||||||||||||||||||
Operating revenues |
94,184,297 | 52,633,288 | 100,644,499 | 30,115,227 | 36,197,123 | 21,795,850 | 11,619,703 | 37,762,247 | 12,589,675 | (9,782,315 | ) | 387,759,594 | ||||||||||||||||||||||||||||||||
Depreciation and amortization |
5,454,927 | 8,467,174 | 18,409,687 | 3,584,357 | 4,533,858 | 2,460,611 | 4,126,462 | 230,900 | 2,377,448 | | 49,645,423 | |||||||||||||||||||||||||||||||||
Operating income (loss) |
40,421,112 | 10,308,361 | 6,819,379 | 3,249,371 | 10,982,310 | 6,207,941 | (576,174 | ) | (142,594 | ) | 2,092,064 | (147,222 | ) | 79,214,548 | ||||||||||||||||||||||||||||||
Interest income |
5,678,146 | 63,148 | 699,028 | 1,485,873 | 426,608 | 350,620 | 77,837 | 62,001 | 139,401 | (6,309,286 | ) | 2,673,376 | ||||||||||||||||||||||||||||||||
Interest expense |
13,346,120 | 1,817,709 | 3,293,672 | 611,104 | 238,675 | 110,585 | 78,364 | 121 | 21,154 | (5,983,456 | ) | 13,534,048 | ||||||||||||||||||||||||||||||||
Income tax |
10,417,100 | 2,395,319 | (487,363 | ) | 1,756,595 | 2,973,053 | 1,798,014 | 234,894 | (46,794 | ) | 288,833 | | 19,329,651 | |||||||||||||||||||||||||||||||
Equity interest in net income (losses) of associated companies |
668,254 | 4,447 | | (9,280 | ) | | | | | (458 | ) | | 662,963 | |||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
13,401,100 | 4,642,344 | (1,628,930 | ) | 594,442 | 8,602,795 | 4,970,252 | (811,701 | ) | 48,988 | 1,653,037 | 9,591,517 | 41,063,843 | |||||||||||||||||||||||||||||||
Assets by segment |
805,612,848 | 135,594,245 | 307,349,115 | 98,191,890 | 102,912,604 | 66,338,197 | 52,628,106 | 23,978,606 | 67,316,780 | (677,099,549 | ) | 982,822,842 | ||||||||||||||||||||||||||||||||
Liabilities by segments |
(559,692,773 | ) | (131,995,273 | ) | (174,906,084 | ) | (61,776,289 | ) | (30,080,992 | ) | (18,561,755 | ) | (24,962,288 | ) | (22,372,519 | ) | (29,966,385 | ) | 285,869,092 | (768,445,265 | ) | |||||||||||||||||||||||
For six-month periods June 30, 2012: (Restated) |
||||||||||||||||||||||||||||||||||||||||||||
Operating revenues |
88,398,258 | 53,043,227 | 109,064,100 | 30,427,332 | 35,972,926 | 20,548,365 | 11,322,446 | 28,782,313 | 14,024,369 | (7,346,557 | ) | 384,236,778 | ||||||||||||||||||||||||||||||||
Depreciation and amortization |
4,176,843 | 8,363,694 | 20,611,253 | 3,341,452 | 5,109,334 | 2,274,182 | 4,942,540 | 203,504 | 2,831,138 | | 51,853,940 | |||||||||||||||||||||||||||||||||
Operating income (loss) |
40,855,411 | 10,897,331 | 7,600,000 | 4,831,345 | 11,847,752 | 6,445,040 | (1,973,956 | ) | 1,417,235 | 1,432,677 | (277,127 | ) | 83,075,709 | |||||||||||||||||||||||||||||||
Interest income |
4,076,365 | 154,095 | 1,929,290 | 1,447,235 | 312,914 | 219,775 | 59,403 | 40,567 | 134,443 | (5,226,509 | ) | 3,147,578 | ||||||||||||||||||||||||||||||||
Interest expense |
9,675,985 | 1,280,722 | 4,957,577 | 836,210 | 326,169 | 118,329 | 142,727 | 972 | 17,847 | (4,988,436 | ) | 12,368,102 | ||||||||||||||||||||||||||||||||
Income tax |
11,856,485 | 2,731,476 | 698,345 | 1,917,616 | 2,824,611 | 1,789,646 | 557,597 | 539,959 | 369,174 | | 23,284,907 | |||||||||||||||||||||||||||||||||
Equity interest in net income (losses) of associated companies |
(507 | ) | 80,185 | (80,211 | ) | | | | (45,635 | ) | | (17,903 | ) | | (64,070 | ) | ||||||||||||||||||||||||||||
Net profit (loss) attributable to Equity holders of the parent |
13,908,525 | 5,261,668 | 776,509 | 1,554,590 | 8,259,866 | 4,971,006 | (2,885,560 | ) | 991,556 | 567,422 | 12,283,446 | 45,689,027 | ||||||||||||||||||||||||||||||||
Assets by segment |
761,498,205 | 154,194,834 | 307,418,865 | 102,421,511 | 101,022,611 | 64,530,268 | 53,029,950 | 20,352,279 | 67,869,264 | (656,422,295 | ) | 975,915,492 | ||||||||||||||||||||||||||||||||
Liabilities by segments |
(455,967,843 | ) | (138,384,405 | ) | (159,832,582 | ) | (60,958,469 | ) | (32,235,198 | ) | (20,286,890 | ) | (28,258,669 | ) | (18,775,630 | ) | (31,361,487 | ) | 201,542,446 | (744,518,727 | ) |
(1) | Mexico includes Telcel and corporate operations and assets. |
(2) | Southern Cone includes Argentina, Chile, Paraguay and Uruguay. |
(3) | Andean includes Ecuador and Peru. |
(4) | Central America includes Guatemala, El Salvador, Honduras, Nicaragua and Panama. |
(5) | Excludes Puerto Rico. |
(6) | Caribbean includes the Dominican Republic and Puerto Rico. |
23
13. | Subsequent Events |
a) | On July 8, 2013, the Company acquired a 10.8% interest in Shazam Entertainment Limited and entered into a strategic alliance for a business development in the Americas. Shazam is a world leading media engagement company with 350 million users in 200 countries. |
b) | On July 15, 2013 the Company issued bonds in the amount of EUR 750 million and GBP 300 million. The former had a 10-year maturity and carried a 3.259% coupon whereas the latter had a 20-year maturity and a 4.948% coupon. |
c) | On July 29, 2013, the Company terminated the Relationship Agreement dated February 20, 2013 entered into with KPN. In addition in August 9, 2013 the Company announced its intention to make (directly or through a wholly owned subsidiary) a voluntary tender offer in cash for all of the issued and outstanding ordinary shares of KPN, at price of EUR 2.40 per share (the Proposed Offer). The Proposed Offer of EUR 2.40 per share implies a premium of approximately 35.4% over the average closing price of KPNs ordinary shares on Euronext Amsterdam for the last 30 trading days . |
d) | On August 21, 2013, the Company announced that it had secured the necessary funds to fully finance payment of the offering price in connection with the Proposed KPN Offer by entering into a credit facility that provides for maximum funding of 7.2 billion. The credit facility may be drawn solely for the purpose of funding the Proposed KPN Offer. The maximum amount available under the credit facility will be reduced if AMX receives net proceeds from certain specified categories of transactions. |
24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 3, 2013
AMÉRICA MÓVIL, S.A.B. DE C.V. | ||
By: | /s/ Carlos José García Moreno Elizondo | |
Name: | Carlos José García Moreno Elizondo | |
Title: | Chief Financial Officer |