REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
None
|
N/A
|
N/A
|
Title of each class
|
|
five Ordinary Participation Certificates
|
(Certificados de Participación Ordinaria)
|
(“CPOs”)
|
CPOs, each representing one nominative common share,
|
without par value (“Share”)
|
Shares
|
Large accelerated filer ☐ | Accelerated filer ☐ | |
Emerging growth company
|
U.S. GAAP ☐
|
the International Accounting Standards Board ☒ |
Other ☐
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PAGE
|
||
5 | ||
ITEM 1.
|
5 | |
ITEM 2.
|
5 | |
ITEM 3.
|
5 | |
ITEM 4.
|
25 | |
ITEM 4A.
|
47 | |
ITEM 5.
|
47 | |
ITEM 6.
|
61 | |
ITEM 7.
|
66 | |
ITEM 8.
|
67 |
|
ITEM 9.
|
69 | |
ITEM 10.
|
70 | |
ITEM 11.
|
83 | |
ITEM 12.
|
85 | |
86 |
||
ITEM 13.
|
86 | |
ITEM 14.
|
86 | |
ITEM 15.
|
86 | |
ITEM 16.
|
87 | |
ITEM 16A.
|
87 | |
ITEM 16B.
|
87 | |
ITEM 16C.
|
87 | |
ITEM 16D.
|
88 | |
ITEM 16E.
|
88 | |
ITEM 16F.
|
88 | |
ITEM 16G.
|
88 | |
ITEM 16H.
|
88 | |
ITEM 16I.
|
88 | |
ITEM 16J.
|
88 | |
ITEM 16K.
|
88 | |
90 | ||
ITEM 17.
|
90 | |
ITEM 18.
|
91 | |
ITEM 19.
|
92 |
• |
our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries to generate sufficient distributable cash flow and to distribute such cash flow in accordance with our
existing agreements with our lenders and strategic partners and applicable law;
|
• |
Mexican, U.S. and global economic, political and social conditions;
|
• |
uncertainties related to the ongoing conflict between Russia and Ukraine, including the extent and duration of shortages in the supply of key raw materials, commodities and products;
|
• |
conditions affecting the international shipping and transportation markets or the oil and gas industry;
|
• |
uncertainties concerning the continuing COVID-19 pandemic and related governmental responses;
|
• |
conditions resulting from future pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto;
|
• |
our ability to reduce corporate overhead costs;
|
• |
the availability of capital to fund our expansion plans;
|
• |
our ability to utilize a portion of our current and future tax loss carryforwards (“Net Operating Losses” or “NOLs”);
|
• |
changes in fuel prices;
|
• |
changes in legal or regulatory requirements in Mexico or the United States;
|
• |
market and interest rate fluctuations;
|
• |
competition in geographic and business areas in which we conduct our operations;
|
• |
the adverse resolution of litigation and other contingencies;
|
• |
the ability of management to manage growth and successfully compete in new businesses;
|
• |
the ability of the Company to diversify its customer base; and
|
• |
the ability of the Company to repay, restructure or refinance its indebtedness.
|
ITEM 1 |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
ITEM 2 |
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3 |
KEY INFORMATION
|
• |
Our business has been, and may continue to be, adversely affected by pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto.
|
• |
Uncertainties relating to our financial condition in our recent past and other factors raised substantial doubt about our ability to continue as a going concern and could have resulted in our dissolution under Mexican corporate law.
|
• |
If the time charter arrangements for the vessels we operate are terminated or expire, our business could be adversely affected.
|
• |
Our results from operations are dependent on fuel expenses.
|
• |
We may be unable to successfully expand our businesses.
|
• |
Significant competition could adversely affect our future financial performance.
|
• |
Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations.
|
• |
Grupo TMM is a party to contracts with other parties as joint investors in subsidiaries with a joint venture.
|
• |
Over time, asset values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of an asset, we may incur a loss.
|
• |
Our future success depends upon the continued growth of and demand for the maritime, ports and terminals, and logistics industries which may have already achieved the peak of their upward growth trend and for which rates may have
already been at or near historical highs. These factors may lead to reductions and volatility in rates and profitability.
|
• |
Our growth depends on our ability to expand relationships with existing charterers and other customers and to obtain new charterers and customers, for which we will face substantial competition.
|
• |
The aging of the vessels we operate may result in increased operating costs in the future, which could adversely affect our earnings.
|
• |
Our results of operations may be adversely affected by operational risks inherent in the transportation and logistics industry.
|
• |
Our operations are subject to extensive environmental and safety laws and regulations and we may incur costs that have a material adverse effect on our financial condition as a result of our liabilities under or potential violations
of environmental and safety laws and regulations.
|
• |
Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our financing arrangements.
|
• |
The conflict between Russia and Ukraine may have a material adverse effect on our business, financial condition, liquidity and results of operation.
|
• |
Continuing world tensions, including as the result of wars, armed conflicts, terrorist attacks, pandemics and trade disputes could have a material adverse effect on our business.
|
• |
Our information technology systems, as those of any company, may be subject to security incidents or interruptions in network connectivity which could have an material adverse effect on our business.
|
• |
Our customers may take actions that may reduce our revenues.
|
• |
Our financial statements may not provide you the same information as financial statements prepared under United States accounting rules.
|
• |
Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate our business, and we may not be able to pay the interest on and principal amount of our indebtedness.
|
• |
Grupo TMM is primarily a holding company and depends upon funds received from its operating subsidiaries to make payments on its indebtedness.
|
• |
Restrictive covenants in our financing agreements may restrict our ability to pursue our business strategies.
|
• |
We have to service our debt with revenues mostly generated in U.S. Dollars. This could adversely affect our ability to service our debt in the event of a devaluation or depreciation in the value of the Mexican peso against the
dollar.
|
• |
Our variable rate debt subjects us to risks associated with an increase in interest rates, which could increase the amount of our debt service obligations.
|
• |
Economic, political, social and public health conditions may adversely affect our business.
|
• |
Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition.
|
• |
Currency fluctuations or the devaluation and depreciation of the Peso could limit the ability of the Company and others to convert Pesos into U.S. dollars or other currencies which could adversely affect our business, financial
condition and results of operations.
|
• |
High interest rates in Mexico could increase our financing costs.
|
• |
Developments in other emerging market countries or in the United States may affect us and the prices of our securities.
|
• |
Mexico may experience high levels of inflation in the future, which could adversely affect our results of operations.
|
• |
Political events and declines in the level of oil production in Mexico could affect the Mexican economy and our business, financial condition and results of operations.
|
• |
Political events in the United States could have a material adverse effect on our business, financial condition and results of operations.
|
• |
Any decrease in oil prices could result in our clients reducing their spending on exploration and production projects, resulting in a decrease in demand for our services.
|
• |
Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.
|
• |
Investors may not be able to enforce judgments against the Company.
|
• |
The protection afforded to minority shareholders in Mexico is different from that afforded to minority shareholders in the United States.
|
• |
Holders of ADSs may not be entitled to participate in any future preemptive rights offering, which may result in a dilution of such holders equity interest in our company.
|
• |
The Company is controlled by the Serrano Segovia family.
|
• |
A change in control may adversely affect us.
|
• |
Our ADSs trade on the over-the-counter (“OTC”) market, which may limit the liquidity and price of our ADSs more than if the ADSs were quoted or listed on a national securities exchange.
|
• |
We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial
results or prevent fraud.
|
• |
the continued identification, evaluation and participation in niche markets;
|
• |
the identification of joint venture opportunities or acquisition candidates;
|
• |
our ability to enter into acquisitions on favorable terms;
|
• |
our ability to finance any expansion of our business;
|
• |
our ability to hire and train qualified personnel, and to maintain our existing managerial base;
|
• |
the successful integration of any acquired businesses with our existing operations; and
|
• |
our ability to manage expansion effectively and to obtain required financing.
|
• |
prevailing economic conditions in the market;
|
• |
a substantial or extended decline in world trade;
|
• |
increases in the supply of vessel capacity;
|
• |
increased port and terminal capacity;
|
• |
prevailing charter rates;
|
• |
restrictions arising from emergency public health measures; and
|
• |
the cost of retrofitting or modifying existing ships and other assets, as a result of technological advances, changes in applicable environmental or other regulations or standards, or otherwise.
|
• |
supply and demand for products suitable for shipping, ports and terminals, and logistics services;
|
• |
changes in global production of products transported by vessels or for which we render other services;
|
• |
the distance cargo products are to be moved by sea or land;
|
• |
the globalization of manufacturing;
|
• |
global and regional economic and political conditions;
|
• |
changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported;
|
• |
environmental and other regulatory developments;
|
• |
technological advancements;
|
• |
currency exchange rates;
|
• |
weather and natural disasters; and
|
• |
global and regional public health developments.
|
• |
the number of newbuilding vessel deliveries and the scrapping rate of similar vessels;
|
• |
the Mexican foreign trade balance;
|
• |
the price of steel and other raw materials;
|
• |
changes in environmental and other regulations that may limit the useful life of vessels and other assets;
|
• |
the number of vessels or other assets that are out of service;
|
• |
port congestion; and
|
• |
the existence of emergency public health measures that may require us to suspend or curtail some of our businesses.
|
• |
industry relationships and reputation for customer service and safety;
|
• |
experience and quality operations (including cost effectiveness);
|
• |
quality and experience of operating personnel;
|
• |
the ability to finance vessels and other assets at competitive rates and financial stability in general;
|
• |
relationships with shipyards and the ability to get suitable facilities;
|
• |
relationships with ship owners and the ability to obtain suitable second-hand vessels and equipment;
|
• |
construction management experience, including the ability to obtain on-time delivery of new ships and other assets according to customer specifications;
|
• |
willingness to accept operational risks pursuant to the charter or other services, as well as allowing termination for force majeure events, among others; and
|
• |
competitiveness of the bid in terms of overall price.
|
• |
limiting cash flow available for capital expenditures, acquisitions, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing debt;
|
• |
increasing our vulnerability to a downturn in economic or industry conditions;
|
• |
exposing us to risks inherent in interest rate fluctuations because future borrowings may be at interest rates that are higher than current rates, which could result in higher interest expenses;
|
• |
limiting our flexibility in planning for, or reacting to, competitive and other changes in our business;
|
• |
placing us at a competitive disadvantage compared to our competitors that have less debt and greater operating and financing flexibility than we do;
|
• |
limiting our ability to engage in activities that may be in our long-term best interest; and
|
• |
limiting our ability to borrow additional money to fund our working capital and capital expenditures or to refinance our existing indebtedness, or to enable us to fund the acquisitions contemplated in our business plan.
|
• |
incur additional indebtedness;
|
• |
create or suffer to exist liens;
|
• |
prepay certain debt;
|
• |
make certain restricted payments, including the payment of dividends;
|
• |
carry out certain investments;
|
• |
engage in certain transactions with shareholders and affiliates;
|
• |
Table of Contents
|
• |
use assets as security in other transactions;
|
• |
issue guarantees to third parties;
|
• |
sell assets; and
|
• |
engage in certain mergers and consolidations or in sale-leaseback transactions.
|
• |
significant governmental influence over local economies;
|
• |
substantial fluctuations in economic growth;
|
• |
high levels of inflation;
|
• |
changes in currency values;
|
• |
exchange controls or restrictions on expatriation of earnings;
|
• |
high domestic interest rates;
|
• |
wage and price controls;
|
• |
changes in governmental economic or tax policies;
|
• |
imposition of trade barriers;
|
• |
unexpected changes in regulation; and
|
• |
overall economic, political, social and public health instability.
|
2019
|
2.83
|
%
|
||
2020
|
3.15
|
%
|
||
2021
|
7.36
|
%
|
||
2022
|
7.82
|
%
|
||
2023
|
4.66
|
%
|
||
2024 (annualized as of March)
|
4.42
|
%
|
• |
our revenues, cash flows and profitability;
|
• |
the fair market value and profitability of our vessels;
|
• |
our ability to maintain or increase our borrowing capacity;
|
• |
or ability to obtain additional capital to finance our business and make acquisitions, and the cost of that capital;
|
• |
the collectability of our receivables; and
|
• |
our ability to retain skilled personnel whom we would need in the event of an upturn in the demand for our services.
|
Spot price of Mexican crude oil
|
||||||||||||||||
Year Ended December 31,
|
High(1)
|
Low(1)
|
Average(1)
|
End of Year(2)
|
||||||||||||
2019
|
65.83
|
43.65
|
56.13
|
56.14
|
||||||||||||
2020
|
59.35
|
(2.37
|
)
|
35.70
|
47.16
|
|||||||||||
2021
|
79.22
|
47.12
|
64.66
|
71.29
|
||||||||||||
2022
|
119.62
|
60.42
|
89.49
|
69.71
|
||||||||||||
2023
|
89.43
|
57.12
|
71.27
|
67.65
|
Spot price of Mexican crude oil
|
||||||||||||||||
Year 2024
|
High(3)
|
Low(3)
|
Average(3)
|
End of Year(4)
|
||||||||||||
January
|
73.37
|
66.11
|
69.31
|
71.55
|
||||||||||||
February
|
74.27
|
67.78
|
72.07
|
73.40
|
||||||||||||
March
|
77.87
|
72.42
|
74.86
|
76.25
|
||||||||||||
April(5)
|
80.17
|
75.82
|
77.86
|
76.25
|
(1) |
The highest, lowest and average spot price of Mexican crude oil in U.S. dollars reported by Banco de México during the relevant year.
|
(2) |
The spot price on the last day of each relevant year.
|
(3) |
The highest, lowest and average spot price in the relevant month.
|
(4) |
The spot price on the last day of each relevant month.
|
(5) |
As of April 30, 2024.
|
ITEM 4 |
INFORMATION ON THE COMPANY
|
Consolidated Transportation Revenues | ||||||||||||
(in millions of Pesos)
|
||||||||||||
for the Years Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Maritime Operations
|
$
|
795.5
|
$
|
1,231.1
|
$
|
835.2
|
||||||
Maritime infrastructure operations
|
200.5
|
118.5
|
139.2
|
|||||||||
Ports, terminals and logistics Operations
|
73.1
|
161.0
|
223.8
|
|||||||||
Warehousing Operations
|
149.5
|
172.5
|
153.5
|
|||||||||
Total
|
$
|
1,218.6
|
$
|
1,683.1
|
$
|
1,351.7
|
Foreign Trade 2020-2022(a)
|
||||||||||||
As of December 31,
(in millions of Dollars)
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Total Exports
|
$
|
593,005
|
$
|
577,698
|
$
|
494,949
|
||||||
Total Imports
|
$
|
598,475
|
$
|
604,615
|
$
|
505,703
|
||||||
Total Trade Flows
|
$
|
1,191,481
|
$
|
1,182,312
|
$
|
1,000,652
|
||||||
Growth Rate—Exports
|
2.6
|
%
|
16.7
|
%
|
18.6
|
%
|
||||||
Growth Rate—Imports
|
(1.0
|
)%
|
19.6
|
%
|
32.0
|
%
|
||||||
Growth Rate—Total
|
0.8
|
%
|
18.2
|
%
|
25.1
|
%
|
||||||
Growth Rate—GDP(b)
|
3.2
|
%
|
3.7
|
%
|
6.0
|
%
|
(a) |
The figures include the in-bound (maquiladora) industry.
|
(b) |
The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica (INEGI) and is based on 2018 prices.
|
• |
We have adopted the following actions as a permanent part of our strategies, which focus, among others, on offsetting recent financial instability resulting from pandemics such as the COVID-19 pandemic and the downturn in the oil
industry: (i) reducing our overhead costs and selling, general and administrative (“SG&A”) expenses, (ii) working with Nacional Financiera, S.N.C. to maintain our early payment program to reduce our liquidity risk and mitigate
payment delays resulting from changes in the payment policies of PEMEX and other key customers, (iii) diversifying our customer base, and (iv) negotiating with our lenders to delay our payment obligations and extend the applicable
maturity date under various loans and financing agreements.
|
• |
With respect to helping ensure our financial reporting and auditing processes remain robust and as timely as possible, permanent actions we have implemented include, among others, (i) the implementation of new controls for emergency
procedures, (ii) close monitoring of IT access controls to enable our employees to work remotely where possible, (iii) controls to mitigate the potential increase in cybersecurity risks arising from a higher level of remote work, and
(iv) where existing controls are unable to be performed safely or effectively, identifying and implementing appropriate alternative controls to compensate for the lack of information.
|
• |
We increased the number of ships for our Offshore Maritime Sector related businesses through the addition of five specialized vessels under a time charter contract with Pemex. These vessels, known as “mud vessels”, are used in the
generation, transportation, conditioning and recovery of fluids during the drilling, completion and repair of offshore oil wells.
|
• |
To focus on strengthening our maritime-related businesses, we sold our warehousing business at the new Mexico City airport (Felipe Ángeles International Airport - AIFA), along with TMM Almacenadora S.A.P.I. de CV, the holder of the
concession granted by AIFA. Additionally, to maintain efficient and profitable operations, we closed certain container maintenance and repair workshops.
|
• |
A capital increase amounting to $151,977,600.60 was undertaken by the principal shareholders of the Company. This capital increase will enable us to consolidate our projects, create value for our shareholders, and generate confidence
among investors.
|
• |
Strengthen our business related to the Maritime Sector;
|
• |
Increasing the installed capacity in our Maritime Infrastructure operations;
|
• |
Maintaining efficient and profitable operations in Ports and Terminals, Logistics and Storage;
|
• |
Diversification and expansion of services;
|
• |
Business development with the assets strategically located in Tuxpan, Veracruz; and
|
• |
Disciplined and continuous control of expenses.
|
• |
We are one of the largest and leading Mexican owned and operated maritime and logistics companies in Mexico.
|
• |
We have extensive and proven experience in ports, terminals and integrated services, such as yards operations, vessels and intermodal equipment maintenance, repair and warehousing in Mexico.
|
• |
We have a demonstrated ability to contract vessels with limited disruptions.
|
• |
The Mexican Navigation Law requires that Mexican flag carriers receive preferential treatment.
|
• |
We are poised to capitalize on future growth in the Mexican energy sector.
|
• |
We are certified by the Institute of International Container Lessors (“IICL”) for our maintenance and repair of containers.
|
• |
Our operations in Tuxpan, Veracruz are in a prime location to capitalize on the growth of trade via the Gulf of Mexico.
|
Vessel Type
|
Number
of
Vessels
|
Total Dead
Weight Tons
(in thousands)
|
Total Cubic
Meter Capacity
(in thousands)
|
BHP(*)
|
||||||||||||
Offshore vessels
|
5
|
** |
|
** |
|
8,748
|
||||||||||
Parcel tankers
|
1
|
14.4
|
16.5
|
** |
|
|||||||||||
Total
|
6
|
14.4.5
|
16.5
|
—
|
* |
Average Brake Horse Power.
|
** |
Not applicable.
|
Vessel
|
Year
|
Flag
|
DWT(1)
|
LOA(2)
(m)(3)
|
Beam
(m)
|
BHP
|
Charterer(s)
|
||||||||||||
+ Redfish 4
|
2012
|
Mexico
|
2,435
|
67.40
|
16.00
|
8,000
|
PEP
|
||||||||||||
+ Beluga 2
|
2012
|
Mexico
|
2,436
|
67.40
|
16.00
|
7,369
|
PEP
|
||||||||||||
+ Go Canopus
|
2009
|
Mexico
|
2,278
|
67.00
|
16.00
|
10,876
|
PEP
|
||||||||||||
+ Aurora Pearl
|
2013
|
Liberia
|
3,514
|
80.3
|
16.20
|
6,193
|
PEP
|
||||||||||||
+ World Peridot
|
2013
|
Liberia
|
3,514
|
80.3
|
16.20
|
6,193
|
PEP
|
(1) |
Dead weight tons.
|
(2) |
Overall length.
|
(3) |
Meters.
|
Vessel
|
Year
|
Flag
|
Length
(m)(1)
|
Beam
(m)
|
Draft
(m)
|
DWT(2)
|
Capacity M3
Total
|
|||||||||||||||
Oriental Marguerite
|
2008
|
Panama
|
134.2
|
20.5
|
8.81
|
14,367
|
16,232
|
(1) |
Meters.
|
(2) |
Dead weight tons.
|
• |
expectations as to future oil and gas commodity prices;
|
• |
customer assessments of offshore drilling prospects compared to land-based opportunities;
|
• |
customer assessments of cost, geological opportunity and political stability in host countries;
|
• |
worldwide demand for oil and natural gas;
|
• |
the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;
|
• |
the level of production of non-OPEC countries;
|
• |
the relative exchange rates for the U.S. dollar; and
|
• |
various government policies regarding exploration and development of their oil and gas reserves.
|
Port
|
Concession/Permit
|
Date Awarded
|
Duration
|
Tuxpan
|
Stevedoring services
|
August 4, 1999
|
20 years (with the possibility of successive 10-year extensions, which were exercised in 2009 and 2019, respectively).
|
Business
|
Partner
|
|
Commercialization of Petroleum Products
|
Petrosoluciones en Firme, S.A.P.I de C.V.
|
|
Energy Infrastructure
|
EGI Oil & Gas, S.A. de C.V.
|
• |
customary provisions enabling authorities to carry out inspections of vessels and investigations of incidents;
|
• |
regulations concerning registration of vessels and waivers allowing Mexican companies to operate foreign flag vessels in otherwise reserved domains;
|
• |
foreign vessels are obliged to designate a shipping agent in order to call at Mexican ports;
|
• |
Mexican flag vessels are required to operate with Mexican crews only and cabotage is in principle reserved for Mexican vessels;
|
• |
when a foreign vessel is abandoned by the owners with cargo on board, provisions of the legislation coordinate repatriation and temporary maintenance of the crew which the law deems ultimately to be the joint and several liability of
the owner and agent;
|
• |
the carriage of passengers, cargo and towage in ports and pilotage are also regulated;
|
• |
captains are responsible for damage and loss caused to vessels or ports due to negligence, lack of proper qualification, carelessness or bad faith, but are not responsible for damages caused by an act of God or force majeure;
|
• |
companies providing towage services must carry insurance to cover their liabilities to the satisfaction of the authorities;
|
• |
pollution is regulated by international treaties; however this only covers CLC-type liabilities. Pollution in respect of other substances is dealt with under local legislation which has no limitation. This is irrespective of any
criminal proceedings or sanctions against the party responsible for the incident; and
|
• |
maritime privileges are also considered within the law.
|
• |
bareboat charter;
|
• |
time charter;
|
• |
voyage charter;
|
• |
carriage of goods;
|
• |
passengers;
|
• |
salvage; and
|
• |
towage.
|
• |
general provisions (definitions, guarantees, and maritime insurance);
|
• |
extraordinary specialization of vessels, registration, national maritime registry, maritime agents and nautical education;
|
• |
temporary navigation permits and permits for permanent stay, maneuver, nautical tourism and pollution prevention; and
|
• |
revisions to conform hydrocarbons terminology to the new Hydrocarbons Law.
|
• |
providing for PEMEX and CFE to become state-owned, for-profit companies (empresas productivas del estado, 100% Mexican);
|
• |
establishing a contractual regime to allow the Ministry of Energy (Secretaría de Energía or SENER), with the technical assistance of the new National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos or CNH), to award to
PEMEX and private entities the right to participate in upstream oil and gas operations through the use of service contracts, profit-sharing agreements, production sharing agreements and license agreements, with the Ministry of Energy
authorized to determine the best contractual form in each case so as to maximize revenue to the Mexican government;
|
• |
allowing private entities that have entered into a contract with PEMEX or the Mexican government to report, for accounting and financial purposes, the awarding of the contract, the related oil and gas reserves and the contract’s
forecasted benefits, provided the private entities affirm that all oil and gas within the subsoil remains the property of Mexico;
|
• |
requiring PEMEX to participate in a “round zero” and submit to SENER for consideration a list of the areas where it intends to continue conducting exploration or production operations pursuant to the new contractual regime, establish
that it has the technical, financial and execution capabilities needed to explore for and develop the oil and gas from those areas in an efficient and competitive manner, and provide a work program and budget for those areas;
|
• |
allowing PEMEX to transfer its rights to explore for and develop oil and gas resources to private entities upon application to SENER;
|
• |
allowing the Energy Regulatory Comission (Comisión Reguladora de Energia or CRE) to grant permits for the storage, transport and distribution of oil and gas through pipelines as well as for the generation and commercialization of
electricity;
|
• |
creating the Mexican Petroleum Fund for Stabilization and Development (Fondo Mexicano del Petróleo para la Estabilización y el Desarollo) to act as a government trust fund for the collection and administration of income received by
the Mexican government from contracts with PEMEX and private entities; and
|
• |
creating the National Agency of Industrial Security and Environmental Protection of the Hydrocarbon Sector (Agencia Nacional de Seguridad Industrial y de Proteccion al Medio Ambiente del Sector de Hidrocarburos) to regulate and
supervise matters concerning operational security and environmental protection in the oil and gas industry.
|
• |
requires that companies applying for a permit to conduct midstream or downstream activities first demonstrate that they meet certain minimum storage requirements established by SENER;
|
• |
modifies the procedure for the approval of applications to assign a permit, moving from the current “deemed approval” system under which an assignment application is deemed approved if the authorities fail to respond within the
relevant time period, to one in which the failure of the authorities to respond within such period will result in denial of the application;
|
• |
establishes new grounds for the revocation of permits, including where CRE or SENER determine that the permit holder (i) has committed the crime of hydrocarbons, fuels and petrochemicals smuggling or (ii) is otherwise in breach of
the permit conditions or the provisions of the Hydrocarbons Law;
|
• |
expands the discretionary authority of CRE and SENER, allowing them to suspend permits on a temporary basis or revoke them permanently, including for reasons of national security, energy security or to protect the national economy,
and giving them the power to assume control of the permit holder’s administration and operations (or transfer such control to PEMEX) to ensure the continuous operation of the permit holder’s activities;
|
• |
allows CRE or SENER to determine the length of any permit suspension, hire a new operator, use (or authorize PEMEX to use) the personnel of the permit holder to continue the permit holder’s operations, or use a combination of the
foregoing;
|
• |
allows CRE or SENER to revoke permits for storage activities in cases where the holder has failed to meet and comply with the authorized storage capacity; and
|
• |
provides that where a permit holder has failed to exercise their rights or perform their duties within the time period specified in the permit, or within 365 days if no period is specified, CRE or SENER may declare the permit to have
expired and be of no further legal validity.
|
Name
|
Country of
Incorporation
|
Ownership
Interest
|
Voting
Interest
|
|||||||
Autotransportación y Distribución Logística, S.A. de C.V. (Logistics)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
TMM Logistics, S.A. de C.V. (Logistics)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Transportación Marítima Mexicana, S.A. de C.V. (Parcel tankers, and offshore vessels)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Prestadora de Servicios MTR, S.A. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Bimonte, S.A. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Services and Solutions Optimus, S. de R.L. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Administradora Marítima TMM, S.A.P.I. de C.V. (Shipping agencies)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
TMM Parcel Tankers, S. A. de C. V. (Parcel vessels)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Saricogui Logística, S.A.P.I. de C.V. (Warehousing)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)
|
Mexico
|
100
|
%
|
100
|
%
|
|||||
Operadora Portuaria de Tuxpan, S.A. de C.V. (Ports)
|
Mexico
|
100
|
%
|
100
|
%
|
Years Ended December 31,
|
||||||||||||
2023
|
2022
|
Estimated Total
Useful Lives
(Years)
|
||||||||||
(in thousands of Pesos)
|
||||||||||||
Shipyard
|
$
|
84
|
$
|
114
|
40
|
|||||||
Drydocks (major vessel repairs / mud vessels refurbished in 2021)
|
42,845
|
68,161
|
2.5 and 3
|
|||||||||
Buildings and installations
|
101,033
|
103,815
|
20 and 25
|
|||||||||
Warehousing equipment
|
32
|
601
|
10
|
|||||||||
Computer equipment
|
151
|
182
|
3 and 4
|
|||||||||
Terminal equipment
|
18,863
|
20,996
|
10
|
|||||||||
Ground transportation equipment
|
4,330
|
3,132
|
4, 5 and 10
|
|||||||||
Other equipment
|
8,714
|
10,101
|
||||||||||
$
|
176,052
|
$
|
207,102
|
|||||||||
Land
|
1,419,674
|
1,147,174
|
||||||||||
Construction in progress
|
230,406
|
136,495
|
||||||||||
Total Property, Vessels and Equipment-net
|
$
|
1,826,132
|
$
|
1,490,771
|
ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
• |
COVID-19 crisis actions: In response to the recent financial instability resulting from the COVID-19 pandemic, we have taken a number of actions to strengthen our business, ensure the
integrity of our financial reporting and audit processes, and protect the health and safety of our employees and the communities in which we operate. See Item 4. “Information on the Company - Recent Developments - COVID-19 Pandemic” and
“Information on the Company - Business Strategy.”
|
• |
Changes in management: We have recently made various changes to our senior management team. Effective September 1, 2020, Mrs. Vanessa Serrano Cuevas assumed the role of Chief Executive
Officer. In 2021, Mr. Axel Xavier Vera de Castillo assumed the role of Chief Information Officer. As of 2022, Luis Manuel Ocejo Rodríguez, Christian Venus Vázquez Coria, Gerardo Meza Vázquez, Alejandro Romero Rodríguez and Víctor
Velázquez Romo, assumed the positions of Deputy General Director, Legal Director, Internal Audit Manager, Director of Maritime Operations and Director of Maritime Infrastructure, respectively. Finally, in February 2023, Maricela
González Méndez joined the Company as Commercial Director. Lastly, in September 2023, Verónica Tego Sánchez assumed the role of Chief Financial Officer, replacing Luis Rodolfo Capitanachi Dagdug, who served from 2021 through September
2023.
|
• |
Updating our digital technology platforms: We continue to improve our technology and information systems capabilities through continued our Digitalization strategy. With the implementation of
integrated cloud-based platforms, we have developed general systems for corporate use and specific software applications for each business unit, as well as optimize our telecommunications connectivity and internet speed across all
locations where Group TMM operates. The efforts of our information technology partners have been fundamental to this transformation and operating continuity, working in close collaboration with our business partners to keep our
applications running. As a result of these efforts, today our companies are aligned in a digital information platform that enables them to operate efficiently, effectively, flexibly and with an eye toward being prepared to adapt to any
change impacting our businesses and our customers. Furthermore, we are continuously improving our financial systems according to system updates in accordance with the updates in the technological operating models of the authorities of
the Government of Mexico, such as the Tax Administration System that updated the CFDI and the Payment Complement and implemented the Carta Porte, as well as to the operational changes of the business, in order to obtain operational and
consolidated reports in a faster and more reliable manner.. See Item 4. “Information on the Company - Systems and Technology.”
|
• |
Expanding our Maritime Operations: We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable segment. We remain focused on
expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities. As part of this strategy, in August 2021, we
entered into a long-term contract with PEMEX to operate three specialized vessels known as “mud vessels”, and in 2024 began operating 2 additional mud vessels with PEMEX. In addition, we have continued our efforts to diversify our
customer base, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information on the Company - Business Strategy - Expansion and Improvement of our Maritime
Operations.”
|
• |
Maintaining efficient and profitable operations: As part of the business segment analysis, in December 2022, the Company concluded its steel transportation operations to South America.
Further, at the end of 2023 and beginning of 2024, the Company closed certain Container Maintenance and Repair locations.
|
• |
Development of Maritime Infrastructure operations: In order to strengthen this segment, in 2022, the Shipyard business became a Business Division. The shipyard, located in the port of Tampico,
provides ship repair and dry dock services to more than 30 vessels per year. We are working to incorporate a new floating dock during 2024, replacing one of the two existing floating docks that have reached their useful life, which will
allow us to increase the current capacity. See ITEM 4 “Information on the Company - Business Strategies - Expansion of our Marine Operations”.
|
• |
Reducing our corporate overhead: Over the last few years, we have significantly reduced our operating costs by reducing our corporate executive headcount through the identification and
elimination of redundant functions and the transfer of certain employees to other business areas within the Company. We also relocated our corporate headquarters to a new location in Mexico City, reducing our lease expenses and other
corporate overhead costs. We aim to optimize the size of our corporate staff as necessary to implement our business strategy.
|
• |
Sale of certain subsidiaries: In recent years we have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating costs. During fiscal year 2023, two
companies were sold, TMM Almacenadora, S.A.P.I. of C.V. (including the AIFA concession) and Servicios Tecnológico ST, S.A. of C.V. to an unrelated party.
|
• |
Termination of port and terminal operations at the Port of Acapulco: Since 1996, we have operated the port of Acapulco in association with SSA Mexico through a concession granted by the
Mexican government. The concession was subject to renewal in June 2021, at which time the López Obrador administration decided that the public interest would be best served by transitioning Mexican port operations to the oversight and
control of SEMAR. As a result, we terminated our port and terminal operations in Acapulco concurrently with the expiration of our concession on June 21, 2021.
|
For the years ended December 31
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
(In millions of pesos)
|
||||||||||||
Consolidated Transportation Revenues
|
||||||||||||
Maritime operations
|
$
|
795.5
|
$
|
1,231.1
|
$
|
835.2
|
||||||
Maritime infrastructure operations
|
200.5
|
118.5
|
139.2
|
|||||||||
Port, terminal and logistics operations
|
73.1
|
161.0
|
223.8
|
|||||||||
Warehousing operations
|
149.5
|
172.5
|
153.5
|
|||||||||
Total
|
$
|
1,218.6
|
$
|
1,683.1
|
$
|
1,351.7
|
||||||
(Loss) Transportation Profit
|
||||||||||||
Maritime operations
|
$
|
55.1
|
$
|
91.5
|
$
|
23.7
|
||||||
Maritime infrastructure operations
|
51.7
|
31.0
|
48.7
|
|||||||||
Port, terminal and logistics operations
|
(35.8
|
)
|
5.7
|
(18.8
|
)
|
|||||||
Warehousing operations
|
(36.3
|
)
|
(1.0
|
)
|
(16.0
|
)
|
||||||
Shared corporate costs
|
(63.8
|
)
|
(84.3
|
)
|
(78.3
|
)
|
||||||
Total
|
$
|
(29.1
|
)
|
$
|
42.9
|
$
|
(40.7
|
)
|
Transportation Revenues | ||||||||||||||||||||
(In millions of pesos) | ||||||||||||||||||||
For the years ended December 31
|
||||||||||||||||||||
2023
|
%
Revenues
|
2022
|
%
Revenues
|
A2023 vs.
A2022
% of change
|
||||||||||||||||
Maritime operations
|
$
|
795.5
|
65.3
|
%
|
$
|
1,231.1
|
73.2
|
%
|
(35.4
|
)%
|
||||||||||
Maritime infrastructure operations
|
200.5
|
16.5
|
%
|
118.5
|
7.0
|
%
|
69.2
|
%
|
||||||||||||
Port, terminal and logistics operations
|
73.1
|
6.0
|
%
|
161.0
|
9.5
|
%
|
(54.6
|
)%
|
||||||||||||
Warehousing operations
|
149.5
|
12.3
|
%
|
172.5
|
10.3
|
%
|
(13.3
|
)%
|
||||||||||||
Total
|
$
|
1,218.6
|
100.0
|
%
|
$
|
1,683.1
|
100.0
|
%
|
(27.6
|
)%
|
Grupo TMM Operations
(Loss) income on Transportation (1)
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
FY2023 vs.
FY2022
% Change
|
||||||||||
Maritime Operations
|
$
|
55.1
|
$
|
91.5
|
(39.8
|
)%
|
||||||
Maritime Infrastructure Operations
|
51.7
|
31.0
|
66.8
|
%
|
||||||||
Ports and Terminals Operations
and Logistics
|
(35.8)
|
5.7
|
(728.1
|
)%
|
||||||||
Warehousing Operations
|
(36.3)
|
(1.0
|
)
|
3,530.0
|
%
|
|||||||
Shared Corporate Costs
|
(63.8)
|
(84.3
|
)
|
(24.3
|
)%
|
|||||||
Total
|
$
|
(29.1)
|
$
|
42.9
|
(167.8
|
)%
|
(1) |
To better reflect Grupo TMM’s corporate costs, human resources and information technology costs are allocated separately to each business unit in accordance with their use. Income on transportation includes the following allocated
total administrative costs: in 2023: $10.8 million in Ports and Terminals Operations, $31.7 million in Maritime Operations and $63.8 million in shared corporate costs; and in 2022: $12.9 million in Ports and Terminals Operations,
$27.13 million in Maritime Operations and $84.3 million in shared corporate costs. Maritime Operations.
|
(in millions of Pesos)
Year Ended December 31
|
||||||||||||
2023
|
2022
|
FY2023 vs.
FY2022
% Change
|
||||||||||
Interest Income
|
$
|
2.0
|
$
|
0.5
|
300.00
|
%
|
||||||
Interest Expense
|
||||||||||||
Interest in leases
|
$
|
28.8
|
$
|
28.6
|
0.7
|
%
|
||||||
Interest in financial debt
|
25.7
|
27.3
|
(5.9
|
)%
|
||||||||
Amortization of expenses associated with other loans
|
—
|
0.4
|
(75.0
|
)%
|
||||||||
Other financial expenses
|
8.5
|
5.3
|
60.4
|
%
|
||||||||
Subtotal
|
$
|
63.0
|
$
|
61.6
|
2.4
|
)%
|
||||||
Gain (loss) on exchange, net
|
$
|
19.6
|
$
|
(0.1
|
)
|
(19,700
|
)%
|
|||||
Net financing cost
|
$
|
41.4
|
$
|
61.2
|
32.2
|
%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
FY2023
vs.
FY2022
% Change
|
||||||||||
Other (expenses) income - net
|
$
|
65.8
|
$
|
(10.4
|
)
|
(732.7
|
)%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
FY2022
vs.
FY2021
% Change
|
||||||||||
Income tax gain (expense)
|
$
|
20.2
|
$
|
29.6
|
31.8
|
%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
FY2022
vs.
FY2021
% Change
|
||||||||||
Non-controlling interest
|
$
|
(4.7
|
)
|
$
|
(2.6
|
)
|
(80.8
|
)%
|
(in millions of Pesos)
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
FY2023
vs.
FY2022
% Change
|
||||||||||
Net Income for the year attributable to stockholders of Grupo TMM
|
$
|
20.2
|
$
|
3.5
|
477.1
|
%
|
(in millions of pesos)
|
||||
Grupo TMM, S.A.B.
|
$
|
102.8
|
||
Almacenadora de Deposito Moderno, S.A. de C.V.
|
110.7
|
|||
TMM Almacenadora, S.A.P.I. de C.V.
|
75.3
|
|||
TMM Logistics, S.A. de C.V.
|
64.4
|
|||
TMM Dirección Corporativa, S.A. de C.V.
|
23.9
|
|||
Inmobiliaria Dos Naciones, S. de R. L. de C.V.
|
1.6
|
|||
Total
|
$
|
378.7
|
Years Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
(in millions of Pesos)
|
||||||||||||
Operating activities
|
$
|
$88.6
|
$
|
$166.7
|
$
|
(78.1
|
)
|
|||||
Investing activities
|
(119.3
|
)
|
(15.8
|
)
|
21.5
|
|||||||
Financing activities
|
50.6
|
(134.0
|
)
|
0.8
|
||||||||
Currency exchange effect on cash
|
(16.7
|
)
|
(7.9
|
)
|
(9.9
|
)
|
||||||
Net (decrease) increase in cash and cash equivalents
|
3.2
|
9.0
|
(65.7
|
)
|
||||||||
Cash and cash equivalents at beginning of year
|
94.7
|
39.6
|
105.3
|
|||||||||
Restricted cash release
|
0.5
|
46.1
|
—
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
98.4
|
$
|
94.7
|
$
|
39.6
|
Years Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
(in millions of Pesos)
|
||||||||||||
(Loss) income before provision for income taxes
|
$
|
(4.7
|
)
|
$
|
(28.7
|
)
|
$
|
(269.2
|
)
|
|||
Depreciation and amortization and other amortization
|
133.9
|
106.8
|
117.4
|
|||||||||
Loss (gain) on sale of fixed assets-net
|
—
|
58.3
|
132.9
|
|||||||||
Sale of subsidiaries
|
—
|
—
|
—
|
|||||||||
Provision for interests on debt
|
54.4
|
55.9
|
59.2
|
|||||||||
Investment interests
|
(2.0
|
)
|
(0.5
|
)
|
(0.3
|
)
|
||||||
Loss (gain) from exchange differences
|
5.2
|
1.5
|
4.5
|
|||||||||
Total changes in operating assets and liabilities
|
(98.2
|
)
|
(26.5
|
)
|
(122.6
|
)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
88.6
|
$
|
166.7
|
$
|
(78.1
|
)
|
• |
Enhance our business related to the Maritime Sector by adding more vessels specialized in our Offshore operations services, as well as well as improving the use and commercial conditions of
chemical tankers, contracting tankers to transport petroleum products and expandingour client base in maritime agency services.
|
• |
Increasing the installed capacity in the Maritime Infrastructure Operations by replacing one of the docks to serve vessels of up to 6,000 tons of lift,
with which we will be able to access 94% of the market of offshore vessels operating in the Gulf of Mexico and increase the Company’s income; in the medium term, we plan to have an additional dock of greater capacity that will also
allow the construction of naval artifacts.
|
• |
Maintaining efficient and profitable operations in Ports and Terminals, Logistics and Warehousing. That allows us to improve our conversion of Operating flow to free cash flow and recover our
financial flexibility, focusing our efforts on excellence in the town of Aguascalientes and in the Automotive sector.
|
• |
Diversification and expansion of services through strategic alliances or partnerships and thus reposition our portfolio in order to improve our diversification and achieve greater profitable
growth.
|
• |
Business development with the assets strategically located in Tuxpan, Veracruz and the existing investment opportunities in the oil and gas storage sector, as well as general cargo, to
develop liquid and multipurpose terminals, such as lubricants, fertilizers and grains, equipped with modern equipment for the handling and storage of high quality, fast and safe goods.
|
• |
Disciplined and continuous control of expenses, as well as the optimization of staff size in accordance with the implementation of the plans described above, which will allow, as a whole, the
financial strengthening and implementation of short and medium term projects.
|
Years ended December 31
|
||||||||||||
2023 (a)
|
2022 (b)
|
2021 (c)
|
||||||||||
Capital Expenditures by Segment:
Maritime Operations
|
$
|
124.1
|
$
|
0.1
|
$
|
33.9
|
||||||
Infrastructure Maritime Operations
|
6.6
|
8.0
|
29.8
|
|||||||||
Port, Terminals and Logistics Operations
|
0.5
|
0.1
|
11.8
|
|||||||||
Warehousing Operations
|
0.1
|
17.0
|
—
|
|||||||||
Corporate
|
—
|
—
|
—
|
|||||||||
Total
|
$
|
131.3
|
$
|
25.2
|
$
|
75.5
|
(a) |
In 2023, capital expenditures included (i) Maritime Operations: $124.1 million in equipment acquisition and improvements and construction of new mud vessels; and (ii) Marine Infrastructure Operations: $6.6 million in equipment
acquisition and improvements.
|
(b) |
In 2022, capital expenditures included: (i) Marine Infrastructure Operations: $8.0 million in equipment acquisition and improvements; and (ii) Warehousing Operations: $17.0 million in equipment acquisition and improvements.
|
(c) |
In 2021, capital expenditures included: (i) Ports and Terminals Operations: $11.8 million in acquisition and equipment improvements and construction in process for the expansion and maintenance of port and terminal facilities; and
(ii) Maritime Operations: $33.9 million in acquisition and equipment improvements, and (iii) Maritime Infrastructure Operations: $29.8 million in equipment acquisition and improvements.
|
Years Ended December 31,
|
||||||||||||
2023 (a)
|
2022 (b)
|
2021 (c)
|
||||||||||
Capital Divestitures:
|
||||||||||||
Sale of shares of subsidiaries
|
$
|
10.0
|
$
|
—
|
$
|
—
|
||||||
Other assets
|
—
|
8.9
|
96.7
|
|||||||||
Total
|
$
|
10.0
|
$
|
8.9
|
$
|
96.7
|
(a) |
In 2023, TMM Almacenadora SAPI de CV including the AIFA concession.
|
(b) |
In 2022, includes the sale of the vessel Isla Colorada.
|
(c) |
In 2021, capital divestitures included $96.7 million from the sale of a vessel “Buque Olmeca”.
|
(in thousands of Pesos, unless noted otherwise)
|
||||||||||||||||||||
Indebtedness(1)
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|||||||||||||||
Investors(2)
|
$
|
149,203
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
149,203
|
||||||||||
Land and Logistics Equipment Financing(3)
|
9,674
|
—
|
—
|
—
|
9,674
|
|||||||||||||||
Working Capital(4)
|
33,341
|
—
|
—
|
—
|
33,341
|
|||||||||||||||
Other Debt(5)
|
6,553
|
11,830
|
544
|
—
|
18,927
|
|||||||||||||||
Total
|
$
|
198,771
|
$
|
$ 11,830
|
$
|
$ 544
|
$
|
—
|
$
|
$ 211,145
|
Operating Lease Obligations(6)
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|||||||||||||||
Vessel, Transportation Equipment and Other Operating Leases
|
$
|
84,606
|
$
|
64,122
|
$
|
28,902
|
$
|
56,113
|
$
|
233,743
|
||||||||||
Financial charges
|
(17,463
|
)
|
(21,683
|
)
|
(14,328
|
)
|
(12,690
|
)
|
(66,164
|
)
|
||||||||||
Total
|
$
|
67,143
|
$
|
42,439
|
$
|
14,574
|
$
|
43,423
|
$
|
167,579
|
(1) |
These amounts include principal payments and accrued and unpaid interest as of December 31, 2022.
|
(2) |
Four unsecured lines of credit. First, the $70.3 million credit facility with related parties, with monthly interest payments at a fixed rate of 11.25% and payment of principal at maturity in December 2023. Second, also with a
related party, a $64.3 credit facility with a fixed rate of 15% with maturity in December 31, 2023. Third, a $7.9 million credit facility with a fixed rate of 15% with maturity to December 31, 2023. Fourth, a $6.6 million credit
facility with a fixed rate of 6% and payment of principal and interest at maturity. The Company is in negotiations to change the payment terms and/or improve the amortization profile of the current loan balance.
|
(3) |
Debt in connection with the land & logistics equipment financing. These include one line of credit denominated in Mexican Pesos. In June 2022 we extended the amortization terms until December 2024 with monthly payments of
interest and principal, at a fixed rate of 13.00%. The second related to the acquisition of an RTG crane, at a fixed rate of 4.40%, with semiannual payments of principal and interest, and maturing in July 2024.
|
(4) |
Debt allocated in different companies for working capital. Various lines of credit denominated in Mexican Pesos, with maturities between January 2022 and September 2024, with monthly principal and interest payments, variable rate;
the weighted average rate was 14.7% per annum as of December 31, 2023. To better withstand the effects of the COVID-19 pandemic, we negotiated and obtained a grace period of 6 months in the payment of principal from the months of
January to June 2021, extending the term of each credit line by six months.
|
(5) |
To improve our technological systems, we entered into a loan facility, denominated in US Dollars at a fixed rate, with monthly payments of principal and interest, and maturing March 2027. As of December 31, 2023 the weighted
average rate was 9.4% per annum.
|
(6) |
The adoption of the new IFRS 16 accounting standard has resulted in the Company recognizing an asset for right of use and the corresponding liability for leasing in relation to all previous operating leases, except those identified
as low value or with a term of remaining lease of less than 12 months from the date of initial application. The corresponding liability is decreased by lease payments net of financial expenses. The interest component of the lease
payment represents a portion of the outstanding principal balance and is recognized in income as finance costs over the lease period.
|
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
Principal Occupation
|
Years as a
Director or
Alternate
Director
|
Age
|
|||
Directors
|
||||||
Vanessa Serrano Cuevas
|
Chairman of the Board of Grupo TMM
|
5
|
49
|
|||
Maria Josefa Cuevas Santos
|
Member of the Board
|
8
|
77
|
|||
Miguel Oscar Adad Rosas
|
Member of the Board
|
3
|
61
|
|||
Alberto Guillermo Saavedra Olavarrieta
|
Member of the Board
|
3
|
60
|
|||
Francisco Javier García-Sabaté Palazuelos
|
Member of the Board
|
9
|
72
|
|||
Boris Otto
|
Member of the Board
|
3
|
53
|
|||
Jimena Serrano Cuevas
|
Member of the Board
|
1
|
|
52 | ||
Alejandro Pablo Salas de la Borbolla
|
Secretary (non-member of the Board)
|
3
|
48
|
Position in the Board of Directors
|
Term
|
Chairman
|
7 years
|
First Vice-Chairman
|
7 years
|
Second Vice-Chairman
|
Between 3 and 7 years (as determined at the General Shareholders’ Meeting at which he/she is elected)
|
Other Board Directors
|
1 year
|
Name
|
Position
|
Years of
Service with
the Company
|
Years of Service
as Executive
Officer
|
Corporate Directors
|
|||
Vanessa Serrano Cuevas
|
Chair of the Board and Chief Executive Officer
|
5
|
3
|
Luis Manuel Ocejo Rodríguez
|
Deputy Executive Officer
|
41
|
17
|
Veronica Tego Sanchez
|
Chief Financial Officer
|
30
|
4 months
|
Gerardo Meza Vázquez
|
Audit Manager
|
23
|
3
|
Christian Venus Vázquez Coria
|
Legal Manager
|
13
|
3
|
Axel Xavier Vera de Castillo
|
Chief Information Officer
|
3
|
3
|
Maricela González Méndez
|
Director, Commercial
|
1
|
1
|
Business Unit Directors
|
|||
Alejandro Romero Rodríguez
|
Director, Maritime Transportation
|
29
|
4
|
Víctor Velázquez Romo
|
Director, Maritime Infrastructure
|
12
|
4
|
• |
overseeing the accounting and financial reporting processes of the Company;
|
• |
discussing the financial statements of the Company with all parties responsible for preparing and reviewing such statements, and advising the Board of Directors on their approval thereof;
|
• |
overseeing compliance with legal and regulatory requirements and overseeing audits of the financial statements and the control environment of the Company;
|
• |
evaluating the performance of the Company’s external auditor and its independent status in accordance with the CNBV rules;
|
• |
advising the Board of Directors on the compliance of the Company’s or any of its subsidiaries’ internal controls, policies and in-house auditing, and identifying any deficiencies in accordance with the Bylaws of the Company and
applicable regulations;
|
• |
providing sufficient opportunity for a private meeting between members of our internal and external auditors and the Audit Committee, who may also request additional information from employees and legal counsel;
|
• |
providing support to the Board of Directors in supervising and reviewing the Company’s corporate accounting and disclosure policies and discussing guidelines and policies to govern the process of risk assessment with management;
|
• |
advising the Board of Directors on any audit-related issues in accordance with the Bylaws of the Company and applicable regulations;
|
• |
assisting the Board of Directors in the selection of the external auditor in accordance with the CNBV rules;
|
• |
reviewing the financial statements and the external auditor’s report. The Committee may request that the external auditor be present when reviewing such reports, in addition to the Committee’s mandatory meeting with the external
auditor at least once a year;
|
• |
preparing the Board of Directors’ opinion on the Chairman’s annual report and submitting it at the Shareholders’ Meeting for its approval; and
|
• |
overseeing compliance by the Company’s chief executive officer with decisions made at a Shareholders’ Meeting or a Board of Directors meeting.
|
• |
requesting an opinion from independent experts as the Committee might see fit, in accordance with applicable regulations;
|
• |
calling Shareholders’ Meetings and adding any issue they consider important to the agenda;
|
• |
supporting the Board of Directors in preparing its reports in accordance with the Bylaws of the Company and applicable regulations;
|
• |
suggesting procedures for hiring the Company’s chief executive officer, chief financial officer and senior executive officers;
|
• |
reviewing human resources policies, including senior executive officers’ performance evaluation policies, promotions and structural changes to the Company;
|
• |
assisting the Board of Directors in evaluating senior executive officers’ performance;
|
• |
evaluating executive officer’s compensation. The Company is not required under Mexican law to obtain shareholder approval for equity compensation plans; the Board of Directors is required to approve the Company’s policies on such
compensation plans;
|
• |
reviewing related-party transactions; and
|
• |
performing any activity set forth in the Mexican Securities Law.
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Shareholder
|
Number
of Shares
|
Percentage of
Shares
Outstanding
|
Vanessa Serrano Cuevas
|
59,454,348
|
34.1%
|
Jimena Serrano Cuevas
|
34,191,463
|
19.6%
|
José F. Serrano Segovia(a)
|
19,474,729
|
11.2%
|
(a) |
Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Family beneficially owns 113,120,540 Shares, including 19,461,229 Shares held by VEX, a Mexican corporation in
which José F. Serrano Segovia holds 100% of the voting stock, and 500 Shares beneficially owned by Promotora Servia, S.A. de C.V. (“Promotora”), a Mexican corporation controlled by José F. Serrano Segovia, and which are owned directly
by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (“Servicios”), a Mexican corporation.
|
ITEM 8. |
FINANCIAL INFORMATION
|
ITEM 9. |
THE OFFER AND LISTING
|
ITEM 10. |
ADDITIONAL INFORMATION
|
Position on the Board of Directors
|
Term
|
|
Chairman
|
7 years
|
|
First Vice-Chairman
|
7 years
|
|
Second Vice-Chairman
|
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)
|
|
Other Directors
|
1 year
|
|
Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.
|
1. |
The approval and/or modification of the annual budget, which must be approved for each fiscal year of the Company;
|
2. |
The imposition or creation of any lien on any of the assets of the Company and/or of the corporations controlled by the Company, or the resolution of the Company and/or of the corporations controlled by the Company, to guarantee
obligations of the Company and/or of its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when the value of any of said transactions involves in a single act or in a series of related acts, an amount
equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;
|
3. |
The decision to begin a new business line or the suspension of any business line developed by the Company or by any corporation in which the Company participates, either directly or indirectly;
|
4. |
Any decision related to the acquisition or sale of assets (including shares or equity interests or their equivalent, in any corporation controlled or not controlled by the Company or in which the Company has a significant share, or
to any financing and/or the creation of any liens, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of
the Company during a calendar year;
|
5. |
The determination of the manner in which the Company shall exercise its voting rights regarding shares or equity interests (or their equivalent) issued by its subsidiaries or entities in which the Company owns at least 20% of the
capital stock thereof; and
|
6. |
The establishment of any committee of the Company other than the Audit and Corporate Practices Committee.
|
(i) |
They fulfill the requirements that the Bylaws and the applicable laws may stipulate for the approval of matters to be dealt with by the Board of Directors or, as the case may be, by committees of which they are members.
|
(ii) |
They make decisions or vote at the meetings of the Board of Directors or, as the case may be, committees to which they belong, based on the information provided by the relevant managers, the corporation providing the external audit
services or the independent experts, whose capacity and credibility do not offer a cause for reasonable doubt.
|
(iii) |
They have selected the most suitable alternative, to the best of their knowledge and belief, or negative property damages had not been foreseeable, in both cases, based on the information available at the time of the decision.
|
(iv) |
They fulfill the resolutions of the Shareholders’ Meeting, provided these do not violate the law.
|
• |
75% or more of its gross income consists of passive income; or
|
• |
50% or more of the average quarterly value of its gross assets consists of assets that produce, or are held for the production of, passive income.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
December 31
|
||||||||
(in thousand Pesos)
|
||||||||
2023
|
2022
|
|||||||
Assets
|
$
|
394,568
|
$
|
662,533
|
||||
Liabilities
|
(429,188
|
)
|
(559,742
|
)
|
||||
$
|
(34,620
|
)
|
$
|
102,791
|
Breakdown of Fixed and Variable Rates of Financial Obligations(1)(2)
|
||||||||||||||||||||||||||||
Expected Maturity
|
||||||||||||||||||||||||||||
2024
|
2025
|
2026
|
2027
|
Thereafter
|
Total
|
Fair Value
|
||||||||||||||||||||||
Long term Liabilities
|
||||||||||||||||||||||||||||
Fixed Rate
|
$
|
262.7
|
$
|
29.6
|
$
|
24.6
|
$
|
7.7
|
$
|
50.9
|
$
|
375.5
|
$
|
375.5
|
||||||||||||||
Average Interest Rate
|
13.59
|
%
|
11.75
|
%
|
11.89
|
%
|
11.27
|
%
|
11.17
|
%
|
12.95
|
%
|
**
|
|||||||||||||||
Variable Rate
|
$
|
3.2
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
3.2
|
$
|
3.2
|
||||||||||||||
Average Interest Rate
|
16.37
|
%
|
—
|
—
|
—
|
—
|
16.37
|
%
|
**
|
(1) |
Information as of December 31, 2023.
|
(2) |
Considers debt obligations and liabilities associated with our long-term operating leases.
|
** |
Not applicable
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Persons depositing or withdrawing CPOs must pay:
|
For:
|
||
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
• |
Issuance of ADSs, including issuances resulting from a distribution of CPOs or rights or other property
|
|
• |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
||
US$.02 (or less) per ADS
|
• |
Any cash distribution to ADS registered holders
|
|
US$.02 (or less) per ADSs per calendar year
|
• |
Depositary services
|
|
A fee equivalent to the fee that would be payable if securities distributed to holders had been CPOs and the CPOs had been deposited for issuance of ADSs
|
• |
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders
|
|
Registration or transfer fees
|
• |
Transfer and registration of CPOs on the register to or from the name of the depositary or its agent when a holder deposits or withdraws CPOs
|
|
Expenses of the depositary
|
• |
Cable, telex and facsimile transmissions as expressly provided in the deposit agreement
|
|
• |
Converting foreign currency to U.S. dollars
|
||
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or CPO underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
• |
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
• |
As necessary
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15. |
CONTROLS AND PROCEDURES
|
(a) |
Disclosure Controls and Procedures
|
(b) |
Management’s Annual Report on Internal Control over Financial Reporting
|
(c) |
Attestation Report of the Registered Public Accounting Firm
|
(d) |
Changes in Internal Control over Financial Reporting
|
ITEM 16. |
[RESERVED]
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
As of December 31,
|
||||||||
2023
|
2022
|
|||||||
Audit Fees(a)
|
$
|
6,404.5
|
$
|
6,357.0
|
||||
Audit-Related Fees(b)
|
—
|
—
|
||||||
Tax Fees(c)
|
96.3
|
90.0
|
||||||
All Other Fees(d)
|
—
|
—
|
||||||
Total(e)
|
$
|
6,500.8
|
$
|
6,447.0
|
(a) |
“Audit Fees” means the aggregate fees billed for professional services rendered by our independent registered public accountant for the audit of our Annual Financial Statements and review of our SEC filings.
|
(b)
|
“Audit-Related Fees” means the aggregate fees billed for professional services rendered by our independent registered public accountant that are related to the performance of the audit or review of
the our financial statements and are not reported under “Audit Fees.”
|
(c)
|
“Tax Fees” means the aggregate fees billed for the professional services rendered for tax compliance, tax advice, and tax planning.
|
(d)
|
“All Other Fees” means the aggregate fees billed for services provided by our independent registered public accountant, other than the services reported under “Audit Fees,” “Audit-Related Fees” and
“Tax Fees.”
|
(e) |
“Total” does not include Mexican tax (“Impuesto al Valor Agregado” or “IVA”).
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 16J. |
INSIDER TRADING POLICIES
|
ITEM 16K. |
CYBERSECURITY
|
ITEM 17. |
FINANCIAL STATEMENTS
|
ITEM 18. |
FINANCIAL STATEMENTS
|
Contents
|
Page
|
Report of Independent Registered Public Accounting Firm (PCAOB Number )
|
F-1 |
Consolidated Statements of Financial Position
|
F-3 |
Consolidated Statements of Profit or Loss
|
F-4
|
Consolidated Statements of Comprehensive (Loss) Income
|
F-5 |
Consolidated Statements of Changes in Stockholders’ Equity
|
F-6 |
Consolidated Statements of Cash Flows
|
F-7 |
Notes to the Consolidated Financial Statements
|
F-8 |
ITEM 19. |
EXHIBITS
|
Exhibit
No.
|
Exhibit
|
Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on January 15, 2010, together with an English translation (incorporated herein by
reference to Exhibit 1.1 of the Company’s Form 20-F filed on June 30, 2010).
|
|
2.1**
|
Specimen Ordinary Participation Certificate, together with an English translation (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1 -
Registration No. 33-47334).
|
Form of Amended and Restated Deposit Agreement (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary and all owners and holders of American
Depositary Shares (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
|
|
Trust Agreement, dated November 24, 1989 (the “CPO Trust Agreement”), between Nacional Financiera, S.N.C., as grantor, and as CPO Trustee, together with an English translation
(incorporated herein by reference to Exhibit 2 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
|
|
2.4**
|
Public Deed, dated January 28, 1992, together with an English translation (incorporated herein by reference to Exhibit 4.5 of the Registration Statement on Form F-1 - Registration
No. 33-47334).
|
Description of securities registered under Section 12 of the Securities Exchange Act of 1934.
|
|
List of Significant Subsidiaries.
|
|
Section 302 Certification of Chief Executive Officer.
|
|
Section 302 Certification of Chief Financial Officer.
|
|
Section 906 Certification of Chief Executive Officer.
|
|
Section 906 Certification of Chief Financial Officer.
|
GRUPO TMM, S.A.B.
|
|||||
By:
|
/s/ Verónica Tego Sánchez
|
||||
|
Verónica Tego Sánchez | ||||
Chief Financial Officer | |||||
Date:
|
August 1, 2024 |
|
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|
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|
Salles, Sainz –
Periférico Sur 4338
Col. Jardines del Pedregal
04500, Mexico City
www.grantthornton.mx
|
Table of
Contents |
3 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Assets
|
||||||||
Current
|
||||||||
Cash and cash equivalents (Note 6)
|
$
|
|
$
|
|
||||
Restricted cash (Note 6)
|
|
|
||||||
Trade receivables, net (Note 7)
|
|
|
||||||
Other accounts receivable (Note 8)
|
|
|
||||||
Related parties (Note 14)
|
|
|
||||||
Materials and supplies
|
|
|
||||||
Prepayments
|
|
|
||||||
Assets classified as held for sale (Note 9) |
||||||||
Total current assets
|
|
|
||||||
Non-current
|
||||||||
Other accounts receivable non-current (Note 8)
|
|
|
||||||
Property and equipment, net (Note 9)
|
|
|
||||||
Right-of-use assets, net (Note 10)
|
|
|
||||||
Intangible assets (Note 11)
|
|
|
||||||
Other non-current assets
|
|
|
||||||
Total non-current assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities
|
||||||||
Short-term
|
||||||||
Short-term portion of the financial debt (Note 13)
|
$
|
|
$
|
|
||||
Short-term leases liabilities (Note 10)
|
|
|
||||||
Trade payables
|
|
|
||||||
Accounts payable and accrued expenses (Note 15)
|
|
|
||||||
Related parties (Note 14)
|
|
|
||||||
Total short-term liabilities
|
|
|
||||||
Long-term
|
||||||||
Long-term portion of the financial debt (Note 13)
|
|
|
||||||
Long-term lease liabilities (Note 10)
|
|
|
||||||
Employee benefits (Note 22)
|
|
|
||||||
Deferred income tax (Note 20)
|
|
|
||||||
Total long-term liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
Stockholders’ equity (Note 16):
|
||||||||
Share capital
|
|
|
||||||
Treasury shares
|
(
|
)
|
(
|
)
|
||||
Accumulated results
|
(
|
)
|
(
|
)
|
||||
Other components of equity
|
|
|
||||||
Controlling interest
|
|
|
||||||
Non-controlling interest
|
|
|
||||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Table of
Contents |
4 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023 |
2022 |
2021
|
||||||||||
Revenue from transportation (Note 17)
|
$
|
|
$
|
|
$
|
|
||||||
Costs and expenses:
|
||||||||||||
Salaries, wages and employee benefits (Note 22)
|
|
|
|
|||||||||
Leases of properties and equipment (Note 10)
|
|
|
|
|||||||||
Operative and administrative services
|
|
|
|
|||||||||
Fuel, materials and supplies
|
|
|
|
|||||||||
Depreciation, amortization and loss from revaluation
|
|
|
|
|||||||||
Other costs and expenses
|
|
|
|
|||||||||
|
|
|
||||||||||
Transportation (loss) profit
|
(
|
)
|
|
(
|
)
|
|||||||
Other income (expenses) (Note 18)
|
|
(
|
)
|
(
|
)
|
|||||||
Operating profit (loss)
|
|
|
(
|
)
|
||||||||
Comprehensive financing cost:
|
||||||||||||
Interest income
|
|
|
|
|||||||||
Interest expense and other financial costs (Note 19)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Exchange gain (loss), net
|
|
(
|
)
|
|
||||||||
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
Loss before taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Income tax benefit (Note 20)
|
|
|
|
|||||||||
Net income (loss) for the year
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Attributable to:
|
||||||||||||
Non-controlling interest
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Controlling interest
|
|
|
(
|
)
|
||||||||
$
|
|
$
|
|
$
|
(
|
)
|
||||||
Earning per share for the year (Note 23)
|
||||||||||||
Income (loss) per share for the year
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Weighted average number of shares for the year
|
|
|
|
Table of
Contents |
5 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023 |
2022
|
2021
|
||||||||||
Net income (loss) for the year
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Other comprehensive income:
|
||||||||||||
Items that will not be subsequently reclassified to profit or loss
|
||||||||||||
Actuarial gains, net (Note 22)
|
|
|
|
|||||||||
Revaluation deficit (Note 24)
|
|
(
|
)
|
(
|
)
|
|||||||
Income tax on other comprehensive income
|
(
|
)
|
|
|
||||||||
Total of other comprehensive income for the year
|
|
(
|
)
|
(
|
)
|
|||||||
Comprehensive income (loss) for the year
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Attributable to:
|
||||||||||||
Non-controlling interest
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Controlling interest
|
|
(
|
)
|
(
|
)
|
|||||||
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Table of
Contents |
6 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Number of
|
Other | Non | Total | |||||||||||||||||||||||||||||
outstanding | Share | Treasury | Accumulated | components | controlling | stockholders’ | ||||||||||||||||||||||||||
common shares
|
capital
|
shares
|
results
|
of equity
|
Subtotal
|
interest
|
equity
|
|||||||||||||||||||||||||
Balances as of December 31, 2020
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
Net loss for the year
|
-
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
Other comprehensive income
|
-
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||
Comprehensive loss for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||
Balances as of December 31, 2021
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||
Net income for the year
|
-
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
Other comprehensive income
|
-
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||
Comprehensive loss for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||
Balances as of December 31, 2022
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||
Capital increase (Note 16) |
||||||||||||||||||||||||||||||||
Net income for the year
|
-
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
Other comprehensive income
|
-
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||
Comprehensive income for the year
|
|
(
|
)
|
|
||||||||||||||||||||||||||||
Balances as of December 31, 2023
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
Table
of Contents |
7 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
2021 |
||||||||||
Cash flows from operating activities:
|
||||||||||||
Loss before taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Adjustments to reconcile the profit with cash used in operating activities:
|
||||||||||||
Depreciation, amortization and loss from revaluation
|
|
|
|
|||||||||
Other amortizations
|
||||||||||||
Loss from the disposal of property and equipment, net
|
|
|
|
|||||||||
Gain from the sale of subsidiaries
|
( |
) | ||||||||||
Interest expense
|
||||||||||||
Interest income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Unrealized exchange loss, net
|
|
|
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Restricted cash release | ||||||||||||
Trade receivables
|
|
(
|
)
|
(
|
)
|
|||||||
Other accounts receivable and related parties
|
|
(
|
)
|
|
||||||||
Materials and supplies
|
|
|
(
|
)
|
||||||||
Prepayments
|
(
|
)
|
|
|
||||||||
Other non-current assets
|
(
|
)
|
|
(
|
)
|
|||||||
Accounts payable and accrued expenses |
( |
) | ||||||||||
Employee benefits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total adjustments
|
|
|
|
|||||||||
Cash from (used in) operating activities
|
|
|
(
|
)
|
||||||||
Cash from investing activities
|
||||||||||||
Proceeds from sale of property, vessels and equipment
|
|
|
|
|||||||||
Acquisition of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Sale of subsidiaries, net
|
|
|
|
|||||||||
Interest received
|
|
|
|
|||||||||
Cash (used in) from investing activities
|
(
|
)
|
(
|
)
|
|
|||||||
Cash flow from financing activities
|
||||||||||||
Restricted cash release | ||||||||||||
Capital increase
|
||||||||||||
Increase of debt
|
|
|
|
|||||||||
Payments (increase) of debt related parties
|
( |
) | ||||||||||
Payments of debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Lease payments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash from (used in) financing activities
|
|
(
|
)
|
|
||||||||
Exchange effect on cash
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
(
|
)
|
||||||||
Cash and cash equivalents, beginning of year
|
|
|
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
|
$
|
|
$
|
|
||||||
Supplementary information:
|
||||||||||||
Income tax paid
|
$
|
|
$
|
|
$
|
|
Table of
Contents |
8 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
1 |
Nature of operations
|
• |
Specialized Maritime: includes specialized offshore shipping services, clean oil, and chemical products shipping, bulk carrier, shipping agency services and other activities related to the maritime
transportation business.
|
• |
Maritime infrastructure: correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard).
|
• |
Logistics, ports and terminals: includes the operations of logistics solutions services and container and railcar maintenance and repair services, inland and seaport terminal services.
|
• |
Warehousing: includes bonded warehouse operations and management.
|
Table of
Contents |
9 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
% of ownership
|
||||||||
2023
|
2022
|
|||||||
Specialized maritime
|
||||||||
Transportación Marítima Mexicana, S.A. de C.V.
|
|
%
|
|
%
|
||||
Administradora Marítima TMM, S.A.P.I. de C.V.
|
% | % | ||||||
TMM Parcel Tankers, S.A. de C.V. |
% | % | ||||||
Maritime infrastructure
|
||||||||
Inmobiliaria Dos Naciones, S. de R.L. de C.V.
|
% | % | ||||||
Warehousing
|
||||||||
Almacenadora de Depósito Moderno, S.A. de C.V. (Almacén General de Depósito)
|
|
%
|
|
%
|
||||
Saricogui Logística, S.A.P.I. de C.V. | % | |||||||
TMM Almacenadora, S.A.P.I. de C.V.
|
|
|
%
|
|||||
Logistics, ports and terminals
|
||||||||
TMM Logistics, S.A. de C.V.
|
|
%
|
|
%
|
||||
Autotransportación y Distribución Logística, S.A. de C.V.
|
% | % | ||||||
Prestadora de Servicios MTR, S.A. de C.V.
|
|
%
|
|
%
|
||||
Bimonte, S.A. de C.V.
|
|
%
|
|
%
|
||||
Caoba Energía, S. de R.L. de C.V.
|
|
%
|
|
%
|
||||
Services & Solutions Optimus, S. de R.L de C.V.
|
|
%
|
|
%
|
||||
Servicios Tecnológicos ST, S.A. de C.V. |
% | |||||||
Servicios Administrativos API Acapulco, S.A. de C.V.
|
|
%
|
|
%
|
||||
Administración Portuaria Integral de Acapulco, S.A. de C.V.
|
|
%
|
|
%
|
||||
Payroll outsourcing
|
||||||||
Mexschiff Operación de Personal, S.A.P.I. de C.V.
|
|
%
|
|
%
|
||||
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.
|
|
%
|
|
%
|
||||
Perhafen Services Marítimos, S.A.P.I. de C.V.
|
|
%
|
|
%
|
||||
TMM Dirección Corporativa, S.A.P.I. de C.V.
|
|
%
|
|
%
|
||||
Perjomar Operadora, S.A.P.I. de C.V.
|
|
%
|
|
%
|
||||
Property leasing
|
||||||||
Inmobiliaria TMM, S.A. de C.V.
|
|
%
|
|
%
|
Table
of Contents |
10 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
(a) |
In July 2014, Grupo TMM contributed $
|
(b) |
The Company lost control of its Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (Marítima del Golfo) before TMM División Marítima, S.A. de C.V. in 2017, retaining
|
2 |
General information and statement of compliance with IFRS
|
Table of
Contents |
11 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
• |
Through
the continuation of the
|
• |
Increasing the installed capacity of its maritime infrastructure operations (shipyard in Tampico) through the addition of new floating dry-dock
starting as of the third quarter of 2024, which will allow the Company to integrate up to
|
• |
Through maintaining efficient and profitable operations in Terminals, Logistics and Warehousing businesses.
|
• |
Permanent cost and expense efficiencies, seeking improvements in our operations.
|
• |
Diversification and expansion of services through strategic alliances or associations, while developing the markets in which we participate.
|
• |
Business development: taking advantage of our assets strategically located in Tuxpan, Veracruz and of the existing investment opportunities in
the oil and gas storage as well as in the general cargo segments, to develop state of the art liquid and multipurpose terminals equipped with modern equipment, for the handling and storage of high quality, fast and safe
goods of, among others, lubricants, fertilizers, and grains.
|
• |
Optimization of the size of personnel in accordance with the implementation of the plans described above, which will allow the
financial strengthening and implementation of its short- and medium-term projects.
|
Table of Contents |
12 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
3 |
Changes in accounting policies
|
• |
IFRS 17 ‘Insurance Contracts’
|
• |
Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4)
|
• |
Deferred
Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
|
• |
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
|
• |
Definition of Accounting Estimates (Amendments to IAS 8)
|
• |
International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)
|
• |
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
|
• |
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
|
• |
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
|
• |
Non-current Liabilities with Covenants (Amendments to IAS 1)
|
• |
Lack of Exchangeability (Amendments to IAS 21
|
4 |
Summary of significant accounting policies
|
4.1 |
Basis of preparation
|
Table of
Contents |
13 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.2 |
Basis of consolidation
|
4.3 |
Business combinations
|
Table of
Contents |
14 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.4 |
Climate-related issues
|
4.5 |
Foreign currency translation
|
Table of
Contents |
15 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.6 |
Cash and cash equivalents
|
4.7 |
Materials and supplies
|
4.8 |
Prepayments
|
4.9 |
Property and equipment
|
Table of
Contents |
16 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
● |
it is technically possible to complete the construction of the asset so that it can be available to be used;
|
● |
management has the intent of completing the asset to use it;
|
● |
it can be proven that the asset will generate economic benefits in the future;
|
● |
adequate technical, financial or another type of resources are available to complete the asset; and
|
● |
the disbursement attributable to the asset during its construction can be determined reliably.
|
4.10 |
Leased assets
|
Table of
Contents |
17 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Table of
Contents |
18 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.11 |
Intangible assets
|
4.12 |
Impairment testing of long-lived assets
|
Table of
Contents |
19 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.13 |
Non-current assets classified as held for
sale
|
4.14 |
Financial instruments
|
● |
amortized cost
|
● |
fair value through profit or loss (FVTPL)
|
● |
fair value through other comprehensive income (FVOCI).
|
Table of
Contents |
20 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
● |
the Company’s business model for managing the financial asset; and
|
● |
the contractual cash flow characteristics of the financial asset.
|
● |
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
|
● |
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
|
Table of
Contents |
21 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.15 |
Provisions, contingent liabilities and contingent assets
|
4.16 |
Taxes on earnings
|
Table of
Contents |
22 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.17 |
Statutory employee profit sharing (PTU for its acronym in Spanish)
|
4.18 |
Post-employment benefits and benefits for short-term employees
|
Table of
Contents |
23 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.19 |
Stockholders’ equity
|
● |
revaluation surplus, including gains and losses from the revaluation of properties;
|
● |
statutory reserve corresponds to the separation of earnings withheld for this reserve;
|
● |
additional paid-in capital is equivalent to the amount received in excess of the par value of the shares;
|
● |
translation result represents the cumulative effect of the change in functional currency in previous years; and
|
● |
actuarial gains and losses include experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually
occurred); and the effects of changes in actuarial assumptions.
|
Table of
Contents |
24 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.20 |
Recognition of revenue, costs and expenses, and financing costs
|
1. |
Identifying the contract with a customer
|
2. |
Identifying the performance obligations
|
3. |
Determining the transaction price
|
4. |
Allocating the transaction price to the performance obligations
|
5. |
Recognizing revenue when/as performance obligation(s) are satisfied.
|
Table of
Contents |
25 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Table of
Contents |
26 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.21 |
Information by segments
|
Table of
Contents |
27 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
4.22 |
Significant management judgment in applying accounting policies and estimation uncertainty
|
Table of
Contents |
28 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Estimate
|
Change in estimate
|
Effect on right-of-use asset
|
Effect on lease liability
|
|||
Incremental borrowing rate
|
|
Reduction of $
|
Reduction of $
|
4.23 |
Correction of an immaterial error in the prior period
financial statements
|
2022
|
Correction
|
2022
|
||||||||||
Trade receivables
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Related parties
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
Table of Contents |
29 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
6 |
Cash and cash equivalents
|
2023
|
2022
|
|||||||
Cash on hand
|
$
|
|
$
|
|
||||
Cash at banks
|
|
|
||||||
Short-term investments (a)
|
|
|
||||||
$
|
|
$
|
|
|
(a) |
|
7 |
Trade receivables
|
|
2023
|
2022
|
||||||
Maritime
|
||||||||
Offshore vessels
|
$
|
|
$
|
|
||||
Parcel tankers
|
|
|
||||||
Shipping agencies
|
|
|
||||||
Bulk Carrier
|
|
|
||||||
|
||||||||
Maritime infrastructure
|
||||||||
Shipyard
|
|
|
||||||
|
||||||||
Ports, terminals and logistics
|
||||||||
Port services
|
|
|
||||||
Repair of containers | ||||||||
Automotive services | ||||||||
|
||||||||
Warehousing and other businesses
|
||||||||
Warehousing
|
|
|
||||||
Other businesses
|
|
|
||||||
Total trade receivables
|
|
|
||||||
Contract assets
|
|
|
||||||
Allowance for doubtful accounts
|
(
|
)
|
(
|
)
|
||||
|
$
|
|
$
|
|
Table of
Contents |
30 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Balance as of January 1
|
$
|
|
$
|
|
||||
Impairment loss for the period
|
|
|
||||||
Receivables written off during the year
|
(
|
)
|
(
|
)
|
||||
Balance as of December 31
|
$
|
|
$
|
|
8 |
Other accounts receivable
|
2023
|
2022
|
|||||||
Current
|
||||||||
Recoverable taxes
|
$
|
|
$
|
|
||||
Services for port, maritime and other operations |
||||||||
Employees
|
|
|
||||||
Insurance claims
|
|
|
||||||
Others
|
|
|
||||||
|
|
|||||||
Non-current
|
||||||||
Value added tax recoverable (a)
|
|
|
||||||
$
|
|
$
|
|
(a) |
|
Table of
Contents |
31 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
9 |
Property and equipment
|
2023
|
||||||||||||||||||||||||||||||
|
Net balances
at beginning
of year
|
Additions
|
Disposals
|
Transfers
and others
|
Depreciation
|
Net balances
at year end
|
Estimated
useful lives
(years)
|
|||||||||||||||||||||||
Maritime equipment
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
||||||||||||||||
Shipyard
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Major maintenance
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||
Buildings and facilities
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Warehousing equipment
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||
Computer equipment
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||
Terminal equipment
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Ground transportation equipment
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Other equipment
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||||||||
Lands
|
|
|
|
|
(b) |
|
|
|||||||||||||||||||||||
Constructions in progress
|
|
|
(a) |
|
(
|
)
|
-
|
|
||||||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2022
|
|||||||||||||||||||||||||||||
Net balances
at beginning
of year
|
Additions
|
Disposals
|
Transfers
and others
|
Depreciation
|
Net balances
at year end
|
Estimated
useful lives
(years)
|
|||||||||||||||||||||||
Maritime equipment
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
|||||||||||||||
Shipyard
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Major maintenance
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Buildings and facilities
|
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||
Warehousing equipment
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||
Computer equipment
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||
Terminal equipment
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||
Ground transportation equipment
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other equipment |
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
Lands
|
|
|
|
(c)
|
|
-
|
|
||||||||||||||||||||||
Constructions in progress
|
|
|
|
|
-
|
|
|||||||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Table
of Contents |
32 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
(a) |
|
(b) |
|
(c) |
|
2023
|
2022
|
|||||||
Lands
|
$
|
|
$
|
|
||||
Properties
|
|
|
||||||
$
|
|
$
|
|
Table of
Contents |
33 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
10 |
Leases
|
2023
|
||||||||||||||||||||||||||
Warehouse
|
Cranes
|
Courtyards
|
Dock
major
maintenance
|
Corporate
building
|
Total | |||||||||||||||||||||
Gross carrying amount
|
||||||||||||||||||||||||||
Balance January 1 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$ |
|||||||||||||||
Additions
|
|
|
|
|
|
|||||||||||||||||||||
Disposals
|
|
(a |
|
|
(b |
|
|
|
||||||||||||||||||
Balance at December 31 2023
|
|
|
|
|
|
|||||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||||
Balance January 1 2023
|
|
|
|
|
|
|||||||||||||||||||||
Disposals
|
|
|
(a |
|
|
(b |
|
|
|
|||||||||||||||||
Depreciation
|
|
|
|
|
|
|||||||||||||||||||||
Balance December 31 2023
|
|
|
|
|
|
|||||||||||||||||||||
Carrying amount December 31 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$ |
2022
|
||||||||||||||||||||||||
Warehouse
|
Cranes
|
Courtyards
|
Dock
major
maintenance
|
Corporate
building
|
Total
|
|||||||||||||||||||
Gross carrying amount
|
||||||||||||||||||||||||
Balance January 1 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Additions
|
|
|
|
|
|
|
||||||||||||||||||
Disposals
|
|
(d |
|
|
|
|
(c |
|
||||||||||||||||
Balance at December 31 2022
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||
Balance January 1 2022
|
|
|
|
|
|
|
||||||||||||||||||
Disposals
|
|
(d |
|
|
|
|
(c |
|
||||||||||||||||
Depreciation
|
|
|
|
|
|
|
||||||||||||||||||
Balance December 31 2022
|
|
|
|
|
|
|
||||||||||||||||||
Carrying amount December 31 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(a) |
(b) |
(c) |
|
(d) |
Table
of Contents |
34 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Short-term
|
Long-term
|
|||||||
2023 |
||||||||
Payable in Mexican pesos
|
||||||||
Warehouse
|
$
|
|
$
|
|
||||
Cranes
|
|
|
||||||
Courtyards
|
|
|
||||||
Major vessel maintenance
|
|
|
||||||
$
|
|
$
|
|
2022 |
||||||||
Payable in Mexican pesos
|
||||||||
Warehouse
|
$
|
|
$
|
|
||||
Cranes
|
|
|
||||||
Courtyards
|
|
|
||||||
Major vessel maintenance
|
|
|
|
|
||||
$ |
$ |
Table of
Contents |
35 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Right-of-use asset
|
No. of
right-of-use
assets
leased
|
Range of
remaining
term
(years)
|
No. of
leases with
extension
options
|
No. of
leases with
purchase
option
|
No. of
leases with
variable
payments
linked to an
index
|
No. of
leases with
termination
options
|
||||||||||||||||||
Warehouse
|
|
|
|
|
|
|
||||||||||||||||||
Courtyards
|
|
|
|
|
|
|
||||||||||||||||||
Cranes
|
|
|
|
|
|
|
||||||||||||||||||
Floating dry-dock |
Within the
1st year
|
1 to 3 years
|
3 to 5 years
|
After 5
years
|
Total
|
||||||||||||||||
Balance as of December 31, 2023
|
||||||||||||||||||||
Lease payments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Financial charges
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Net present value
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Balance as of December 31, 2022
|
||||||||||||||||||||
Lease payments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Financial charges
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Netpresent value
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
Short-term leases (a)
|
$
|
|
$
|
|
||||
Leases of low-value assets
|
|
|
||||||
$
|
|
$
|
|
(a) |
|
Table of
Contents |
36 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
11 |
Intangible assets
|
2023
|
||||||||||||||||||||||||
Net
balances at
beginning
of year
|
Additions
|
Transfers
and others
|
Amortization
|
Net
balances at
year end
|
Estimated
useful life
(years)
|
|||||||||||||||||||
Software
|
$
|
|
$
|
|
(b)
|
$
|
|
$
|
|
$
|
|
|
||||||||||||
Trademark (a)
|
|
|
-
|
|
Indefinite
|
|||||||||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2022
|
||||||||||||||||||||||||
Net
balances at
beginning
of year
|
Additions
|
Transfers
and others
|
Amortization
|
Net
balances at
year end
|
Estimated
useful life
(years)
|
|||||||||||||||||||
Software (c)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||
Trademark (a)
|
|
|
|
-
|
|
Indefinite
|
||||||||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(a) |
|
(b) |
|
(c) |
|
12 |
Impairment of long-lived assets
|
Table
of Contents |
37 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Growth rate
|
|
|
%
|
|
|
%
|
||
Discount rate
|
|
%
|
|
%
|
Table of
Contents |
38 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
13 |
Financial assets and liabilities
|
2023
|
2022
|
|||||||
Financial assets
|
||||||||
Valued at amortized cost
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Trade receivables
|
|
|
||||||
Other accounts receivable
|
|
|
||||||
Related parties
|
|
|
||||||
Total current financial assets
|
$
|
|
$
|
|
Financial liabilities
|
||||||||
Valued at amortized cost
|
||||||||
Short-term portion of the financial debt
|
$
|
|
$
|
|
||||
Trade payables
|
|
|
||||||
Accounts payable and accrued expenses
|
|
|
||||||
Related parties
|
|
|
||||||
Total short-term portion of the financial debt
|
|
|
||||||
Long-term financial debt
|
|
|
||||||
Total financial liabilities
|
$
|
|
$
|
|
Table of Contents |
39 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||||||||||
Short-term
|
Long-term
|
Short-term
|
Long-term
|
|||||||||||||
Payable in Mexican pesos
|
||||||||||||||||
Daimler Financial Services México, S. de R.L. de C.V.
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Recognition of debt and substitution of debtor for $ |
||||||||||||||||
In order to improve the profile of the schedule of payments, a new debt recognition was formalized on October 11, 2018, in the
amount of $ |
||||||||||||||||
In order to face the effects of the Covid-19 pandemic, the Company obtained |
||||||||||||||||
On June 19, 2021, a new agreement was signed with the finance company in order to extend the amortization period for a total amount of $ |
||||||||||||||||
On August 2, 2022, a new agreement was signed with the financial company in order to extend the amortization period, for a total amount of $ |
||||||||||||||||
Banco Autofin México, S.A. Institución de Banca Múltiple |
|
|
|
|
||||||||||||
Five simple lines of credit with mortgage guarantee initially
contracted for $ |
||||||||||||||||
On
November 26, 2018, a new credit line for $ |
||||||||||||||||
In
order to deal with the effects of the Covid-19 pandemic, the Company obtained a |
Table of
Contents |
40 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023 | 2022 | |||||||||||||||
Short-term | Long-term | Short-term | Long-term | |||||||||||||
INPIASA, S.A. de C.V.
|
|
|
|
|
||||||||||||
Contract for line of credit, the first for $ |
||||||||||||||||
In 2022, an amending agreement was signed with INPIASA in order to extend the amortization period, maturing in |
||||||||||||||||
Others investors |
|
|
|
|
||||||||||||
Two unsecured loans were contracted, each for
$
|
||||||||||||||||
In July 2021, a credit line with multiple drawdowns was contracted, the first being made on July 28, 2021. The balance as of December 31, 2022, is $ |
||||||||||||||||
Hewlett Packard | ||||||||||||||||
In January 2022, an additional line was contracted for $ |
||||||||||||||||
On July 14, 2022, the contract was renegotiated with the following conditions: a fixed rate of |
||||||||||||||||
Desarrollo del Crédito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada
|
||||||||||||||||
In March 2023, a line of credit was contracted for $ |
||||||||||||||||
In April 2023 a line of credit was contracted for $ |
||||||||||||||||
Excavsa, S.A. de C.V. | ||||||||||||||||
On
October 2, 2023, a line of credit was contracted for $ |
||||||||||||||||
Interest payable
|
|
|
|
|
||||||||||||
|
|
|
|
Table of
Contents |
41 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023 |
2022 |
|||||||||||||||
Short-term | Long-term | Short-term | Long-term | |||||||||||||
Payable in US dollars | ||||||||||||||||
Hewlett Packard
|
|
|
|
|
||||||||||||
Two lines of credit for $ |
||||||||||||||||
In order to face the effects of the Covid-19 pandemic, the Company obtained a grace period of |
||||||||||||||||
In order to continue with the Company’s technological transformation strategy, 3 additional simple credit lines were
contracted for $ |
||||||||||||||||
In January 2021, two additional lines were contracted for $ |
||||||||||||||||
On July 14, 2022, the contracts were renegotiated with the following conditions for each line, increasing the rate by |
||||||||||||||||
On September 25, 2023, the contracts were renegotiated with the same conditions for each line, increasing the rate by |
||||||||||||||||
PNC, Bank, N.A. |
|
|
|
|
||||||||||||
Line of credit with collateral for $ |
||||||||||||||||
Interest payable | ||||||||||||||||
|
||||||||||||||||
$ |
$ | $ |
$ |
Table of
Contents |
42 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023 | 2022 | |||||||
Maturity
|
|
|
||||||
2024
|
$ |
|
$ |
|
||||
2025
|
|
|
||||||
2026
|
|
|
||||||
2027
|
|
|
||||||
$
|
|
$
|
|
14 |
Balances and transactions with related parties
|
2023
|
2022
|
|||||||||||||||
Receivable
|
Payable
|
Receivable
|
Payable
|
|||||||||||||
Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (before División Marítima, S.A. de C.V.) (a)
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
SSA México, S.A. de C.V. (b)
|
|
|
|
|
||||||||||||
Stockholders (c) |
||||||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
(a) |
|
(b) |
|
(c) |
|
Table of
Contents |
43 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
2021
|
||||||||||
Revenue:
|
||||||||||||
Wharfage services |
$ |
$ |
$ |
|||||||||
Systems |
||||||||||||
Maritime services (a)
|
|
|
|
|
|
|
||||||
Shipping agency services (b)
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
|||||||
Costs:
|
||||||||||||
Sub-agency commissions (c)
|
$
|
|
$
|
|
$
|
|
||||||
Expenses:
|
||||||||||||
Other expenses (d)
|
$
|
|
$
|
|
$
|
|
||||||
Interests:
|
$ | $ | $ |
(a)
|
|
(b) |
|
(c) |
|
(d) |
|
2023
|
2022
|
2021
|
||||||||||
Short-term benefits
|
||||||||||||
Salaries
|
$
|
|
$
|
|
$
|
|
||||||
Social security contributions
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
15 |
Accounts payable and accrued expenses
|
2023
|
2022
|
|||||||
Operating expenses
|
$
|
|
$
|
|
||||
General expenses
|
|
|
||||||
Purchased services
|
|
|
||||||
Taxes payable
|
|
|
||||||
Salaries and wages
|
|
|
||||||
Others
|
|
|
||||||
$
|
|
$
|
|
Table of
Contents |
44 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
16 |
Stockholders’ equity
|
Table of
Contents |
45 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Legal
reserve
|
Defined
benefit
plan |
Premium on
convertible
obligations
|
Translation
result
|
Revaluation
surplus
|
Total
|
||||||||||||||||||||
Balance as of December 31, 2020
|
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | |||||||||||||||
Defined benefit plan
|
|||||||||||||||||||||||||
Reclassification from disposal of properties and depreciation
|
( |
) | (b) |
( |
) | ||||||||||||||||||||
Total before taxes
|
( |
) | ( |
) | |||||||||||||||||||||
Tax expense
|
( |
) | |||||||||||||||||||||||
Total net of taxes
|
( |
) | ( |
) | |||||||||||||||||||||
Balance as of December 31, 2021
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||
Defined benefit plan
|
|
|
|
|
|
|
|||||||||||||||||||
Reclassification from disposal of properties and depreciation
|
( |
) | (a) |
( |
) | ||||||||||||||||||||
Total before taxes
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
Tax expense
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||
Total net of taxes
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
Balance as of December 31, 2022
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||
Defined benefit plan | |||||||||||||||||||||||||
Reclassification from disposal of properties and depreciation
|
( |
) | (a) |
( |
) | ||||||||||||||||||||
Total before taxes | ( |
) | ( |
) | |||||||||||||||||||||
Tax expense | ( |
) | |||||||||||||||||||||||
Total net of taxes | ( |
) | ( |
) | |||||||||||||||||||||
Balance as of December 31, 2023 | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ |
(a) |
|
(b) |
|
Table of
Contents |
46 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
17 |
Revenues
|
2023
|
2022
|
2021
|
||||||||||
Maritime
|
||||||||||||
Offshore vessels |
$
|
|
$
|
|
$
|
|
||||||
Parcel tankers |
|
|
|
|||||||||
Fuel oil transportation | ||||||||||||
Shipping agencies
|
|
|
|
|||||||||
Maritime administration services (a) |
|
|
|
|||||||||
Bulk Carrier (b) |
|
|
|
|||||||||
Maritime infrastructure |
||||||||||||
Shipyard |
||||||||||||
Logística, puertos y terminales
|
||||||||||||
Intermodal terminal |
|
|
|
|||||||||
Repair of containers |
|
|
|
|||||||||
Automotive services |
|
|
|
|||||||||
Port services |
|
|
|
|||||||||
Warehousing and other businesses
|
||||||||||||
Warehousing
|
|
|
|
|||||||||
Total consolidated revenue
|
$
|
|
$
|
|
$
|
|
(a)
|
|
(b)
|
|
Table of
Contents |
47 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
18 |
Other income (expenses)
|
2023
|
2022
|
2021
|
||||||||||
Movement of provisions
|
$
|
|
$
|
|
$
|
|
||||||
Cancellation of leases in the warehousing business
|
|
|
|
|||||||||
Gain from the sale of subsidiaries
|
|
|
|
|||||||||
Other, net
|
|
(
|
)
|
|
||||||||
Expenses incurred in the recovery of taxes
|
(
|
)
|
|
|
||||||||
Expenses related to the cancellation of the corporate building lease | ( |
) | ( |
) | ||||||||
Loss from sale of property and equipment, net (see Note 9)
|
|
(
|
)
|
(
|
)
|
|||||||
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
19 |
Interest expense and other financial costs
|
2023
|
2022
|
2021
|
||||||||||
Interest on financial debt
|
$
|
|
$
|
|
$
|
|
||||||
Interest on financial related parties
|
||||||||||||
Interest expense on leasing agreements
|
|
|
|
|||||||||
Other financial expenses
|
|
|
|
|||||||||
Amortization of transaction cost associated with financial debt
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
20 |
Income tax and tax loss carryforwards
|
Table of
Contents |
48 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
2021
|
||||||||||
Income tax
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Deferred income tax
|
|
|
|
|||||||||
Total income tax benefit
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Loss before taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Income tax
|
|
|
|
|||||||||
Increase (decrease) from:
|
||||||||||||
Difference in depreciation and amortization
|
(
|
)
|
(
|
)
|
|
|||||||
Revaluation surplus
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Materials and supplies
|
|
|
|
|||||||||
Inflationary and currency exchange effects on monetary assets and liabilities, net
|
(
|
)
|
|
(
|
)
|
|||||||
Tax losses amortization
|
|
|
|
|||||||||
Provisions and allowance for doubtful accounts
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Difference between the tax and book value for the sale of assets
|
|
(
|
)
|
(
|
)
|
|||||||
Difference between the tax and book value for the sale of shares of subsidiaries
|
(
|
)
|
|
|
||||||||
Non-deductible expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Income tax benefit
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
Tax loss carryforwards
|
$
|
|
$
|
|
||||
Inventories and provisions – net
|
|
|
||||||
Property and equipment and right-of-use asset
|
(
|
)
|
(
|
)
|
||||
Total deferred tax liability
|
$
|
(
|
)
|
$
|
(
|
)
|
Table of
Contents |
49 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Year in which the loss was incurred
|
Amounts
|
Year of
expiration
|
||||||
2014
|
$
|
|
|
|||||
2015
|
|
|
||||||
2016
|
|
|
||||||
2017
|
|
|
||||||
2018
|
|
|
||||||
2019
|
|
|
||||||
2020
|
|
|
||||||
2021
|
|
|
||||||
2022
|
|
|
||||||
2023
|
|
|
||||||
$
|
|
21 |
Segment reporting
|
Table
of Contents |
50 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Maritime
division
|
Maritime
infrastructure
division
|
Logistics, ports
and terminals division
|
Warehousing
division
|
Other
businesses
and shared
accounts
|
Total
consolidated
|
|||||||||||||||||||
December 31, 2023
|
||||||||||||||||||||||||
Revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Costs and expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Transportation profit (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||
Costs, expenses and revenue not allocated
|
|
|||||||||||||||||||||||
Net income for the year
|
$
|
|
||||||||||||||||||||||
Properties
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||
Rights of use by segment
|
||||||||||||||||||||||||
Other assets by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shared assets
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total liabilities by operating segment
|
$
|
|
$ |
$
|
|
$
|
|
$
|
-
|
$
|
|
|||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total capital expenditures by segment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
-
|
$
|
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total capital expenditures
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
December 31, 2022
|
||||||||||||||||||||||||
Revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Costs and expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Transportation profit (loss)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||
Costs, expenses and revenue not allocated
|
(
|
)
|
||||||||||||||||||||||
Net income for the year
|
$
|
|
||||||||||||||||||||||
Properties
|
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Rights of use by segment
|
||||||||||||||||||||||||
Other assets by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shared assets
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total liabilities by operating segment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
-
|
$
|
|
||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total capital expenditures by segment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
-
|
$
|
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total capital expenditures
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Table of
Contents |
51 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Maritime
division
|
Maritime
infrastructure
division
|
Logistics, ports
and terminals
division
|
Warehousing
division
|
Other
businesses
and shared
accounts
|
Total
consolidated
|
|||||||||||||||||||
December 31, 2021
|
||||||||||||||||||||||||
Revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Costs and expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Corporate expenses
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Transportation profit (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||
Costs, expenses and revenue not allocated
|
(
|
)
|
||||||||||||||||||||||
Net income for the year
|
$
|
(
|
)
|
|||||||||||||||||||||
Properties
|
$ |
$ | $ | $ | $ | $ | ||||||||||||||||||
Rights of use by segment
|
||||||||||||||||||||||||
Other assets by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shared assets
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total liabilities by operating segment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
-
|
$
|
|
||||||||||||
Shared liabilities
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Total capital expenditures by segment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
-
|
$
|
|
||||||||||||
Shared capital expenditures
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||
Total capital expenditures
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
22 |
Employee benefits
|
2023
|
2022
|
2021
|
||||||||||
Salaries and benefits
|
$
|
|
$
|
|
$
|
|
||||||
Pensions – defined benefit plans
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
Long-term:
|
||||||||
Pensions and seniority premium
|
$
|
|
$
|
|
||||
Termination of employment
|
|
|
||||||
$
|
|
$
|
|
Table of
Contents |
52 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Table of
Contents |
53 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination of
employment
|
Pensions and
seniority
premiums
|
Termination of
employment
|
|||||||||||||
Current service cost
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||
Interest cost
|
|
|
|
|
||||||||||||
Net cost for the period
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination of
employment
|
Pensions and
seniority
premiums
|
Termination of
employment
|
|||||||||||||
Defined benefit obligations
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Assets plan
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Total reserve
|
$
|
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
|||||||||||||||
Pensions and
seniority
premiums
|
Termination of
employment
|
Pensions and
seniority
premiums
|
Termination of
employment
|
|||||||||||||
DBO at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Current service cost
|
(
|
)
|
|
|
|
|||||||||||
Interest cost
|
|
|
|
|
||||||||||||
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Benefits paid from plan assets
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
Past service cost
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||
DBO at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
Table of
Contents |
54 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Value of the fund at beginning of year
|
$
|
|
$
|
|
||||
Expected return on assets
|
(
|
)
|
(
|
)
|
||||
Plan contributions
|
|
|
||||||
Benefits paid
|
(
|
)
|
(
|
)
|
||||
Interests on assets plan
|
|
|
||||||
Value of the fund at end of year
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
Reserve for obligations at the beginning of the period
|
$
|
|
$
|
|
||||
Cost for the period
|
|
|
||||||
Interest income
|
(
|
)
|
(
|
)
|
||||
Contributions to the plan
|
(
|
)
|
(
|
)
|
||||
Benefits paid on pension plan
|
(
|
)
|
(
|
)
|
||||
Miscellaneous
|
(
|
)
|
(
|
)
|
||||
Actuarial gain or losses
|
(
|
)
|
(
|
)
|
||||
Reserve for obligations at the end of the period
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
Discount rate
|
|
%
|
|
%
|
||||
Salary increase rate
|
|
%
|
|
%
|
||||
Inflation rate
|
|
%
|
|
%
|
||||
Average working life expectancy
|
|
|
|
Table of
Contents |
55 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
1.0% increase
|
1.0% decrease
|
|||||||
Discount rate
|
||||||||
(Decrease) increase in the defined benefits obligation
|
(
|
)
|
|
|||||
Salary increase rate
|
||||||||
Increase (decrease) in the defined benefits obligation
|
|
(
|
)
|
Increase in 1 year |
Decrease in ¡ year |
|||||||
Average life expectancies |
||||||||
(Decrease) increase in the defined benefits obligation |
(
|
)
|
|
24 |
Fair value measurement
|
• |
Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities.
|
• |
Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;
|
• |
Level 3: non-observable data for the asset or liability.
|
Table of
Contents |
56 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Level 2
|
||||||||
Buildings
|
$ |
|
$ |
|
||||
Lands
|
|
|
||||||
$
|
|
$
|
|
2023
|
2022 |
|||||||
Balance as of January 1
|
$
|
|
$
|
|
||||
Amount recognized in other comprehensive income:
|
||||||||
Revaluation surplus
|
|
|
||||||
Amount recognized in statements profit or loss:
|
||||||||
Loss on the accord and satisfaction
|
|
(
|
)
|
|||||
|
(
|
)
|
||||||
Additions and disposals, net
|
(
|
)
|
(
|
)
|
||||
Transfer from available-for-sale assets
|
||||||||
Balance as of December 31
|
$
|
|
$
|
|
Table of
Contents |
57 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
25 |
Financial instruments risk
|
2023
|
2022
|
|||||||||||||||
US dollar
|
Other
currencies
|
US dollar
|
Other
currencies |
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
(
|
)
|
|
(
|
)
|
|
|
|
(
|
)
|
Table of
Contents |
58 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||||||||||
12%
increase in the
exchange rate
|
12%
decrease in the
exchange rate
|
4.91%
increase in the exchange rate |
4.91%
decrease in the
exchange rate
|
|||||||||||||
Assets in US dollars
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
Assets in other currencies
|
|
|
|
|
||||||||||||
Liabilities in US dollars
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Liabilities in other currencies
|
(
|
)
|
|
(
|
)
|
|
||||||||||
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
Table of
Contents |
59 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||||||||||
+
Variance
|
-
Variance
|
+
Variance
|
-
Variance
|
|||||||||||||
Income or loss for the year
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
Table of
Contents |
60 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Trade accounts receivable days in arrears
|
||||||||||||||||||||
Current
|
More than 30 days
|
More than 60 days
|
More than 90 days
|
Total
|
||||||||||||||||
As of December 31, 2023
|
||||||||||||||||||||
Expected credit loss rate
|
0.
|
%
|
0.
|
%
|
0.
|
%
|
|
%
|
-
|
|||||||||||
Gross carrying value
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Expected credit losses during the lifetime
|
|
|
||||||||||||||||||
As of December 31, 2022
|
||||||||||||||||||||
Expected credit loss rate
|
0.
|
%
|
0.
|
%
|
0.
|
%
|
|
%
|
-
|
|||||||||||
Gross carrying value
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Expected credit losses during the lifetime
|
|
|
Table of
Contents |
61 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
Current
|
Non-Current
|
|||||||||||||||
In 6 months
|
6 to 12
Months
|
1 to 4 years
|
More than 4
Years
|
|||||||||||||
At December 31, 2023
|
||||||||||||||||
Trade payables
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Accounts payable and accrued expenses
|
|
|
|
|
||||||||||||
Related parties |
||||||||||||||||
Leasing liabilities
|
|
|
|
|
||||||||||||
Financial debt
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
At December 31, 2022 | ||||||||||||||||
Trade payables |
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Accounts payable and accrued expenses |
|
|
|
|
||||||||||||
Related parties | ||||||||||||||||
Leasing liabilities |
|
|
|
|
||||||||||||
Financial debt |
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
26 |
Capital management policies and procedures
|
Table of
Contents |
62 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
2023
|
2022
|
|||||||
Stockholders’ equity
|
$
|
|
$
|
|
||||
Cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Stockholders’ equity, net
|
$
|
|
$
|
|
||||
Total financial debt
|
$
|
|
$
|
|
||||
Leasing liabilities
|
|
|
||||||
Overall financing
|
$
|
|
$
|
|
||||
Capital-to-overall financing ratio
|
|
|
27
|
Contingencies
|
a) |
RPS Claim
|
b)
|
Tax liabilities determined on TMM
|
c)
|
Motions for Annulment against various
tax provisions
|
Table of Contents |
63 |
Grupo TMM, S.A.B. and Subsidiaries
|
|
d)
|
Other legal proceedings
|
e)
|
Operations with related parties
|
f)
|
Other legislation
|
29 |
Authorization of the consolidated financial statements
|