GTMAY 20-F DEF-14A Report Dec. 31, 2018 | Alphaminr
GRUPO TMM SAB
ALPHAMINR

GTMAY 20-F Report ended Dec. 31, 2018

Balance Sheet
Cash Flow
Income Statement
Debt
20-F 1 form20f.htm 20-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________________
For the transition period from _________to_____________

Commission file number 333-14194

GRUPO TMM, S.A.B.
(Exact name of Registrant as specified in its charter)

TMM GROUP
(Translation of Registrant’s name into English)

United Mexican States
(Jurisdiction of incorporation or organization)

Avenida de la Cúspide, No. 4755
Colonia Parques del Pedregal,
14010 México City, México
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of Each Class
American Depositary Shares (“ADSs”), each representing
five Ordinary Participation Certificates
(Certificados de Participación Ordinaria)
(“CPOs”)
CPOs, each representing one nominative common share,
without par value (“Share”)
Shares

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

102,182,841 Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐Yes           No ☑

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes           No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes           No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐ Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐           International Financial Reporting Standards as issued by the International Accounting Standards Board   ☑        Other ☐

If  “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐    Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☑

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐  No ☐

TABLE OF CONTENTS


Page

PART I

2

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

2

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

2

ITEM 3.

KEY INFORMATION

2

ITEM 4.

INFORMATION ON THE COMPANY

21

ITEM 4A.

UNRESOLVED STAFF COMMENTS

44

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

44

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

70

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

76

ITEM 8.

FINANCIAL INFORMATION

77

ITEM 9.

THE OFFER AND LISTING

79

ITEM 10.

ADDITIONAL INFORMATION

80

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

93

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

94

PART II

96

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

96

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE  OF PROCEEDS

96

ITEM 15.

CONTROLS AND PROCEDURES

96

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

97

ITEM 16B.

CODE OF ETHICS

97

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

97

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

98

ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

98

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

98

ITEM 16G.

CORPORATE GOVERNANCE

98

PART III

98

ITEM 17.

FINANCIAL STATEMENTS

98

ITEM 18.

FINANCIAL STATEMENTS

98

ITEM 19.

EXHIBITS

101


Grupo TMM, S.A.B. and Subsidiaries

Introduction

In this Annual Report, references to “$,” “Ps,” “Mx. pesos,” “Pesos” or “pesos” are to Mexican Pesos and references to “US$,” “U.S. dollars,” “Dollars” or “dollar” are to United States Dollars. This Annual Report contains translations of certain Dollar amounts into Pesos at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Dollar amounts actually represent such Peso amounts or could be converted into Pesos at the rates indicated or at any other rate. In this Annual Report on Form 20-F except as otherwise provided, references to “we,” “us,” “our” and “Company” mean Grupo TMM, S.A.B. and its consolidated subsidiaries, and “Grupo TMM” means “Grupo TMM, S.A.B.”

Presentation of Financial Information

Our financial statements are reported in Mexican pesos and prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Forward-Looking Information

This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on the beliefs of the Company’s management as well as on assumptions made. Actual results could differ materially from those included in such forward-looking statements. Readers are cautioned that all forward-looking statements involve risks and uncertainty.

The following factors, among others described in this Annual Report, could cause actual results to differ materially from such forward-looking statements:


◾
our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries to generate sufficient distributable cash flow and to distribute such cash flow in accordance with our existing agreements with our lenders and strategic partners and applicable law;


◾
Mexican, U.S. and global economic, political and social conditions;


◾
conditions affecting the international shipping and transportation markets or the oil and gas industry;


◾
our ability to reduce corporate overhead costs;


◾
the availability of capital to fund our expansion plans;


◾
our ability to utilize a portion of our current and future tax loss carryforwards (“Net Operating Losses” or “NOLs”);


◾
changes in fuel prices;


◾
changes in legal or regulatory requirements in Mexico or the United States;


◾
market and interest rate fluctuations;


◾
competition in geographic and business areas in which we conduct our operations;


◾
the adverse resolution of litigation and other contingencies;


◾
the ability of management to manage growth and successfully compete in new businesses;

Grupo TMM, S.A.B. and Subsidiaries


◾
the ability of the Company to diversify its customer base; and


◾
the ability of the Company to repay, restructure or refinance its indebtedness.

Readers are urged to read this entire Annual Report including, but not limited to, the section entitled “Risk Factors,” and carefully consider the risks, uncertainties and other factors that affect our business. The information contained in this Annual Report is subject to change without notice. Readers should review future reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) and the Bolsa Mexicana de Valores (the “Mexican Stock Exchange”). We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation.

PART I

ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.
KEY INFORMATION

Selected Financial Data

The following table sets forth our selected financial data. The financial information presented for the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014 was derived from our Audited Consolidated Financial Statements, of which the financial statements for each of the years ended December 31, 2018, 2017, and 2016 are contained elsewhere herein. The Audited Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB.

The following data presents selected consolidated financial information of the Company and should be read in conjunction with, and is qualified in its entirety by reference to, the Audited Consolidated Financial Statements of the Company, including the Notes thereto, also included in this Form 20-F, and to Item 5. “Operating and Financial Review and Prospects.”

Grupo TMM, S.A.B. and Subsidiaries

GRUPO TMM, S.A.B. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL DATA UNDER IFRS
(in millions of Pesos, except per share data)

Year Ended December 31,
2018
2017
2016
2015
2014
CONSOLIDATED STATEMENT OF INCOME DATA (a) :
Transportation revenues
$
1,523.1
$
2,464.9
$
2,647.5
$
3,261.9
$
2,937.3
(Loss) Income on Transportation (b)
(4.3
)
(177.9
)
37.9
274.2
70.6
Other Income — Net (c)
102.6
3,217.7
52.8
187.0
367.0
Operating Income (d)
98.3
3,039.8
90.7
461.2
437.6
Interest Income
9.1
24.8
24.7
21.4
23.7
Interest Expense
84.9
1,210.5
869.3
800.2
855.5
Exchange (Loss) Gain
5.8
(7.8
)
(21.3
)
15.7
(66.1
)
Income (Loss) before Taxes
28.3
1,846.3
(775.2
)
(301.9
)
(460.3
)
(Provision) Benefit for Income Taxes
(4.8
)
(516.7
)
268.6
(698.5
)
(4.7
)
Income (Loss) from continuing operations
23.5
1,329.6
(506.6
)
(1,000.4
)
(465.0
)
Loss from discontinued operations
-
-
-
(18.5
)
(49.5
)
Net Income (Loss)
23.5
1,329.6
(506.6
)
(1,018.9
)
(514.5
)
Attributable to Non-controlling interest
4.5
2.0
1.4
(2.3
)
2.4
Attributable to stockholders of Grupo TMM, S.A.B.
19.0
1,327.6
(508.0
)
(1,016.6
)
(516.9
)
Income (Loss) per Share from continuing operations (e)
0.230
13.012
(4.957
)
(9.790
)
(4.551
)
Loss per Share from discontinued operations (e)
-
-
-
(0.181
)
(0.484
)
Income (Loss) per Share from Net Income (Loss) (e)
0.230
13.012
(4.957
)
(9.971
)
(5.035
)
Income (Loss) per Share attributable to stockholders of Grupo TMM, S.A.B. (e)
0.186
12.992
(4.972
)
(9.949
)
(5.059
)
Book value per Share (f)
20.327
21.140
8.780
3.586
5.571
Weighted Average Shares Outstanding (000s)
102,183
102,183
102,183
102,183
102,183
BALANCE SHEET DATA (at end of period) (a) :
Cash and cash equivalents
$
318.2
$
461.6
$
902.7
$
1,045.4
$
743.1
Total Current Assets
1,266.2
1,318.2
2,121.3
2,603.6
2,806.1
Property, vessels and equipment – Net
2,313.4
2,623.5
9,564.9
9,553.1
9,052.9
Concessions – Net
9.5
13.2
17.0
20.8
24.6
Total Assets
3,781.1
4,124.2
11,923.3
12,416.1
12,924.3
Short-term financial debt
223.4
502.4
740.4
684.7
918.6
Long-term financial debt
392.1
396.3
9,330.1
9,995.5
10,069.6
Capital stock
2,169.9
2,169.9
2,169.9
2,169.9
2,169.9
Stockholders’ Equity attributable to Stockholders of Grupo TMM, S.A.B.
2,077.1
2,160.2
897.2
366.4
569.3
Non-controlling equity interest in subsidiaries
47.2
68.8
66.8
65.4
68.3
Total Stockholders’ Equity
2,124.3
2,229.0
964.0
431.8
637.6
OTHER DATA:
Incremental Capital Investments (g)
$
86.3
$
80.2
$
162.1
$
102.4
$
228.9
Depreciation and Amortization
80.3
562.9
555.2
672.6
858.3
Net cash provided by (used in):
Operating activities (h)
55.0
356.9
586.0
612.4
756.2
Investing activities
142.8
(193.7
)
(49.6
)
792.2
(124.4
)
Financing activities
(340.4
)
(581.7
)
(744.5
)
(1,165.8
)
(801.8
)


(a)
As of December 2017, the Company transferred 85% of the shares of TMM Division Maritima, S.A. de C.V. (“TMM DM”), formerly a wholly owned subsidiary, to the holders of certificates issued under our Mexican Peso-Denominated Trust Certificates Program (the “Trust Certificates Program”). Because the Company ceased to exercise control over TMM DM as of the date of the transfer, we have excluded TMM DM’s income from the consolidated income statement data and its assets and liabilities from the consolidated balance sheet data as of the transfer date.
(b)
Represents “Operating Income” less “Other Income (Expense) – Net.”
(c)
See quantification of items in “Other Income (Expense) Integration” table below.
(d)
Operating Income is calculated by reconciling “Net Income (Loss)” with the items “Net Financing Cost” and “(Provision) Benefit for Income Taxes.”

(e)
As of December 31, 2014, 2015, 2016, 2017 and 2018 the number of Shares outstanding was 102,182,841.
(f)
Book value per Share results from dividing total shareholders’ equity attributable to stockholders of Grupo TMM by the outstanding Shares at the end of each period.
(g)
See Item 5. “Operating and Financial Review and Prospects — Liquidity and Capital Resources — Capital Expenditures and Divestitures.”
(h)
Commencing with fiscal year 2015, restricted cash is included as a part of the cash and cash equivalents line item. See Note 5 to the accompanying Audited Consolidated Financial Statements. Such inclusion has an effect on cash flows from operating activities disclosed in the consolidated statements of cash flows for all fiscal years reported .

Grupo TMM, S.A.B. and Subsidiaries

GRUPO TMM S.A.B. AND SUBSIDIARIES
SELECTED CONSOLIDATED OPERATING DATA
( in millions of Pesos )

Year Ended December 31 ,
2018
2017
2016
2015
2014
TRANSPORTATION REVENUES:
Maritime Operations (a)
909.5
1,951.3
2,167.6
2,770.9
2,488.3
Logistics Operations (b)
286.6
229.5
190.9
169.7
162.0
Ports and Terminals Operations (c)
166.0
134.2
116.7
114.2
114.9
Warehousing Operations (d)
161.0
149.9
126.1
133.1
104.9
Other business (e)
-
-
46.2
74.0
67.2
Total
$
1,523.1
$
2,464.9
$
2,647.5
$
3,261.9
$
2,937.3
INCOME ON TRANSPORTATION (f) :
Maritime Operations
122.5
24.0
247.6
492.5
271.3
Logistics Operations
35.5
34.0
30.6
27.4
26.4
Ports and Terminals Operations
49.4
10.3
6.1
7.6
4.6
Warehousing Operations
(5.7
)
(31.6
)
(44.6
)
(48.1
)
(51.4
)
Shared corporate costs
(206.0
)
(214.6
)
(201.8
)
(205.2
)
(180.3
)
Total
$
(4.3
)
$
(177.9
)
$
37.9
$
274.2
$
70.6
OTHER INCOME (EXPENSE):
Gain from loss of control of TMM DM
$
-
$
3,458.5
-
-
-
Proceeds from the sale of fixed assets
-
-
56.5
-
-
Proceeds from the sale of subsidiaries
111.5
(273.0
)
-
185.3
358.1
Cancellation of provisions
-
-
2.1
5.9
16.7
Reserve for prepayment and arbitration expenses
-
-
-
-
-
Taxes recovered, net of expenses incurred
(3.9
)
43.9
-
-
-
Other – Net
(5.0
)
(11.7
)
(5.8
)
(4.2
)
(7.8
)
Total
$
102.6
$
3,217.7
$
52.8
$
187.0
$
367.0

(a)
Maritime Operations primarily consist of offshore vessels, product tankers, parcel tankers, tugboats and shipyard operations.
(b)
Logistics Operations consist of container maintenance and repair, automotive services and intermodal terminal operations.
(c)
Ports and Terminals Operations consist of a port in Acapulco, Mexico, a terminal at Tuxpan, Mexico, loading and unloading operations at the port of Tampico, Mexico, and the operation of shipping agencies at various ports in Mexico.
(d)
Warehousing Operations consist of warehousing and bonded warehousing facility management services and are conducted through our subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Auxiliary Credit Organization (“ADEMSA”).
(e)
Represents certain new businesses which were in the development process in 2016, 2015 and 2014.  There were no further development activities in respect of these businesses in 2017 and 2018.
(f)
Income on Transportation includes loss on revaluation of vessels in 2017, 2016 and 2015 of $39.3 million, $16.2 million and $29.4 million, respectively.

Average Shares Outstanding

Income per Share is calculated based on the average number of Shares outstanding in each relevant year. The average number of Shares outstanding in 2014, 2015, 2016, 2017 and 2018 was 102,182,841. See Item 4. “Information on the Company — History and Development of the Company,”  Item 9. “The Offer and Listing — Trading Markets” and Exhibit 6.1 “Computation of Earnings per Share.”

Dividends

Pursuant to Mexican law and our bylaws, the declaration, amount and payment of dividends are determined by a majority vote of the holders of the outstanding shares represented at a duly convened shareholders’ meeting. Shareholders have the ability, at their discretion, to approve dividends from time to time. No dividend has been declared since 1997.

Grupo TMM, S.A.B. and Subsidiaries

Risk Factors

Risks Relating to our Indebtedness

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.

As of March 31, 2019, Grupo TMM’s total debt amounted to $586.7 million, which includes $495.1 million of bank debt owed to several different banks and $91.6 million owed to non-institutional lenders; of this debt, $218.7 million is short-term debt, and $368.0 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt.

As of December 31, 2018, Grupo TMM’s total debt amounted to $615.5 million, which includes $521.1 million of bank debt owed to several different banks, and $94.3 million owed to non-institutional lenders; of this debt, $223.4 million was short-term debt, and $392.1 million was long-term debt.

Although we have taken various measures to reduce our level of indebtedness, including eliminating approximately $10,440.95 million of debt under our Trust Certificates Program in December 2017 in connection with our transfer to certificate holders of 85% of the shares of TMM DM, our level of indebtedness remains substantial and could have important consequences, including the following:


◾
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.

Our ability to service our indebtedness will depend upon future operating performance, including the ability to increase revenues significantly, renew our existing vessel contracts and control expenses. Future operating performance depends upon various factors, including prevailing economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control.

If we cannot generate sufficient cash flow from operations to service our indebtedness we may default under our various financing facilities. If we default under any such facility, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility. Our shipping assets have been pledged to secure our vessel financing facilities. See Item 3. “Key Information — Selected Financial Data.”

Grupo TMM, S.A.B. and Subsidiaries

Grupo TMM is primarily a holding company and depends upon funds received from its operating subsidiaries to make payments on its indebtedness.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating assets, through numerous direct and indirect subsidiaries. As a result, Grupo TMM relies on income from dividends and fees related to administrative services provided to its operating subsidiaries for its operating income, including the funds necessary to service its indebtedness.

Under Mexican law, profits of Grupo TMM’s subsidiaries may only be distributed upon approval by such subsidiaries’ shareholders, and no profits may be distributed by its subsidiaries to Grupo TMM until all losses incurred in prior fiscal years have been offset against any sub-account of Grupo TMM’s capital or net worth account. In addition, at least 5% of profits must be separated to create a reserve (reserva legal) until such reserve is equal to 20% of the aggregate value of such subsidiary’s capital stock (as calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

There is no restriction under Mexican law upon Grupo TMM’s subsidiaries remitting funds to it in the form of loans or advances in the ordinary course of business, except to the extent that such loans or advances would result in the insolvency of its subsidiaries, or for its subsidiaries to pay Grupo TMM fees or other amounts for services.

To the extent that Grupo TMM relies on dividends or other distributions from subsidiaries that it does not wholly own, Grupo TMM will only be entitled to a pro rata share of the dividends or other distributions provided by such subsidiaries.

Restrictive covenants in our financing agreements may restrict our ability to pursue our business strategies.

Some of our financing agreements contain a number of restrictive covenants and any additional financing arrangements we enter into may contain additional restrictive covenants. These covenants restrict or prohibit many actions, including our ability, or that of our subsidiaries, to, among others:


◾
incur additional indebtedness;


◾
create or suffer to exist liens;


◾
prepay certain debt;


◾
make certain restricted payments, including the payment of dividends;


◾
carry out certain investments;


◾
engage in certain transactions with shareholders and affiliates;


◾
use assets as security in other transactions;


◾
issue guarantees to third parties;


◾
sell assets; and


◾
engage in certain mergers and consolidations or in sale-leaseback transactions.

If we fail to comply with these and other restrictive covenants, our obligation to repay our indebtedness may be accelerated. If we cannot pay the amounts due under our financing facilities, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility or facilities.

Grupo TMM, S.A.B. and Subsidiaries

We have to service our debt with revenues mostly generated in Mexican pesos. 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.

As of March 31, 2019, approximately 82.1% of our debt was denominated in dollars. As of the date of this Annual Report, we do not generate sufficient revenue in dollars from our operations to service all of our dollar-denominated debt. Consequently, we have to use revenues generated in Mexican pesos to service our dollar-denominated debt. A devaluation or depreciation in the value of the Mexican peso, compared to the dollar, could adversely affect our ability to service our debt. During 2018, the Mexican peso appreciated approximately 0.4% against the dollar. From January 1 through March 31, 2019, the Mexican peso appreciated approximately 1.4% against the dollar.

Fluctuations in the Mexican peso/dollar exchange rate could lead to shifts in the types and volumes of Mexican imports and exports, negatively impacting results on some of our businesses. Although a decrease in the level of exports may be offset by a subsequent increase in imports, any offsetting increase might not occur on a timely basis, if at all. Future developments in U.S.-Mexican trade beyond our control may result in a reduction of freight volumes or in an unfavorable shift in the mix of products and commodities we carry.

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.

We are exposed to the impact of interest rate changes, primarily through our variable rate debt facilities that require us to make interest payments based on the Mexican Interbank Equilibrium Interest Rate (“TIIE”) or the London Interbank Offered Rate (“LIBOR”). If interest rates increase significantly, our debt service obligations on this variable rate debt would increase, which could have an adverse effect on our earnings and cash flow. Furthermore, LIBOR has been the subject of various proposals for reform, and there is uncertainty whether it will be eliminated or will operate differently than it has to date. Although we cannot predict the consequences of these developments, they could result in an increase in our debt service obligations and financing costs.

Risks Relating to our Business

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.

In accordance with the Mexican Companies Act ( The Ley General de Sociedades Mercantiles ), when a company has accumulated losses in excess of two-thirds of its capital stock, the dissolution of the company may be adopted by the shareholders of the company at an Extraordinary Shareholders Meeting called by the company’s board of directors upon the request of shareholders representing at least 33% of the company’s capital stock. At the Extraordinary Shareholders Meeting, the shareholders may vote to either dissolve the company or approve any corporate strategy for addressing the accumulated losses.

Additionally, the Mexican Bankruptcy Act ( Ley de Concursos Mercantiles ) provides that any third party with legal interest may request the judicial authorities to declare the dissolution of the company. A third person is considered to have a legal interest to request dissolution if the person is a creditor of the company and (i) the company has failed continuously with its payment obligations to the third person and the amount of the failure represents at least 35% of all the obligations of the company, and (ii) the company does not have sufficient assets to satisfy at least 80% of the payment obligations in respect of which it has failed to make the required payments at the time of the request.

Although we generated a profit for the years ended December 31, 2018 and 2017, respectively, we accumulated losses in excess of two-thirds of our capital stock in each of the years ended December 31, 2013, 2014, 2015 and 2016, respectively. Our ability to continue as a going concern is subject to our ability to generate sufficient profits and/or obtain necessary funding from outside sources and there can be no assurance that we will continue to be able to generate such profits or obtain such funding.

Grupo TMM, S.A.B. and Subsidiaries

As of April 25, 2019, the Company had not received any request for an Extraordinary Shareholders Meeting concerning the prior accumulated losses of the Company, nor had the Company received notice of any request to judicial authorities to declare a dissolution of the Company.

Our results of operations may be adversely affected by our spin-off of TMM DM.

His torically, our maritime operations segment has been the biggest contributor to our revenues, accounting for 59.7%, 79.2% and 81.9% of consolidated revenues for the years 2018, 2017, and 2016 respectively. A substantial portion of those revenues were generated through the chartering of offshore vessels, product tankers and tugboats owned by TMM DM and related services in repect of those vessels.  Although we continue to operate, market and manage TMM DM’s vessels pursuant to a maritime services contract following our December 2017 transfer of 85% of the shares of TMM DM to holders of certificates issued under our Trust Certificates Program, the spin-off has resulted in a significant decrease in our consolidated revenues.  We cannot assure you that such a decrease will not have a material adverse effect on our results of operations.  Further, we cannot assure you that TMM DM will not decide to terminate our services, or that such termination would not have a material adverse effect on our our business, results of operations and financial condition.

If the time charter arrangements for the vessels we operate are terminated or expire, our business could be adversely affected.

As of March 31, 2019, we operated one product tanker on time charter to PMI Trading, Limited (“PMI”), three product tankers on the spot market and ten offshore vessels on time charter to PEMEX Exploración y Producción (“PEP”). PMI and PEP are subsidiaries of Petróleos Mexicanos, the national oil company of Mexico (“PEMEX”). In addition, as of March 31, 2019, we operated six offshore vessels under chartering agreements with private companies in the spot market for time periods of one year or less and ten vessels were without a contract. In the event that these time charter agreements are terminated or expire without being renewed, we will be required to seek new bareboat or time charter agreements for these vessels. We cannot be sure that bareboat or time charters will be available for the vessels following termination or expiration, or that bareboat or time charter rates in effect at the time of such termination or expiration will be comparable to those in effect under the existing time charters or in the present market. In the event that bareboat or time charters are not available on terms acceptable to us, we may operate those vessels in the spot market. Because charter rates in the spot market are subject to greater fluctuation than longer term bareboat or time charter rates, any failure to maintain existing, or enter into comparable, charter agreements could adversely affect our operating results.

Our results from operations are dependent on fuel expenses.

Our parcel tanker operations consume significant amounts of energy and fuel, the cost of which has fluctuated significantly worldwide in recent years. With respect to our other operations, our customers pay for the fuel consumption. We currently meet, and expect to continue to meet, our fuel requirements through purchases from various suppliers at North American market prices. In addition, instability caused by imbalances in the worldwide supply and demand of oil may result in increases in fuel prices. Our fuel expense represents a significant portion of our operating expenses in our parcel tanker operations, and there may be increases in the price of fuel that cannot be hedged or transferred to the final user of our transportation services. We cannot assure you that our operations would not be materially adversely affected in the future if energy and fuel costs increase from current levels.

We may be unable to successfully expand our business.

Future growth of our businesses will depend on a number of factors, including:


◾
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;

Grupo TMM, S.A.B. and Subsidiaries


◾
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.

In order to maintain and improve operating results from new businesses, as well as our existing businesses, we will be required to manage our growth and expansion effectively. However, the management of new businesses involves numerous risks, including difficulties in assimilating the operations and services of the new businesses, the diversion of management’s attention from other business concerns and the disadvantage of entering markets in which we may have no or limited direct or prior experience. Our failure to effectively manage our business could preclude our ability to expand our business and could have a material adverse effect on our results of operations.

Significant competition could adversely affect our future financial performance.

Certain of our business segments face significant competition, which could have a material adverse effect on our results of operations.

Our international and domestic maritime operations have faced significant competition, mainly from U.S., Mexican and other international shipping companies acting directly or through a Mexican intermediary. In our logistics operations division, our services have faced intense competition, including price competition, from a large number of U.S., Mexican, and other international logistics companies. Our ports and terminals operations also face significant competition from companies that have expanded Mexican port facilities and related services in recent years. We cannot assure you that we will not lose business in the future due to our inability to respond to competitive pressures by decreasing our prices without adversely affecting our gross margins and operational results.

Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations.

The shipping, ports and terminals, and logistics industries are highly cyclical, generally tracking the cycles of the world economy. Although transportation markets are affected by general economic conditions, there are numerous specific factors within each particular market segment that may influence operating results. Some of our customers do business in industries that are highly cyclical, including the oil and gas and automotive sectors. Any downturn in these sectors could have a material adverse effect on our operating results. Also, some of the products we transport have had a historical pattern of price cyclicality, which has typically been influenced by the general economic environment and by industry capacity and demand. We cannot assure you that prices and demand for these products will not decline in the future, adversely affecting those industries and, in turn, our financial results.

Grupo TMM is a party to arrangements with other parties as joint investors in non-wholly owned subsidiaries.

Grupo TMM is a party to arrangements with other parties under which it and such parties have jointly invested in non-wholly owned subsidiaries, and Grupo TMM may enter into other similar arrangements in the future. Grupo TMM’s partners in these non-wholly owned subsidiaries may at any time have economic, business or legal interests or goals that are inconsistent with our interests or those of the entity in which they have invested with us. Furthermore, any dividends that are distributed from subsidiaries that Grupo TMM does not wholly own would be shared pro rata with its partners according to their relative ownership interests. For these or any other reasons, disagreements or disputes with partners with whom Grupo TMM has a strategic alliance or relationship could impair or adversely affect its ability to conduct its business and to receive distributions from, and return on its investments in, those subsidiaries.

Grupo TMM, S.A.B. and Subsidiaries

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.

The value of our assets may fluctuate substantially over time due to a number of different factors, including:


◾
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; 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.

In the future, if the market values of our assets deteriorate significantly, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. If a vessel charter terminates, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain and finance the asset, may seek to dispose of it. Our inability to dispose of a vessel or other asset at a reasonable price could result in a loss on its sale and adversely affect our results of operations and financial condition.

Our growth depends upon continued growth and demand for the maritime, ports and terminals, and logistics industries which may have been at or near the peak of their upward trend and rates have already been at or near historical highs. These factors may lead to reductions and volatility in rates and profitability.

The maritime, ports and terminals, and logistics industries are cyclical and volatile in terms of rates and profitability. In the future, rates and demand for vessels and other equipment and services may fluctuate as a result of changes in the size of and geographic location of supply and demand for oil and related products, as well as changes in the corresponding industry regulations. These and other factors affecting the supply and demand for maritime, ports and terminals, and logistics services in general are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence demand for our services include:


◾
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;

Grupo TMM, S.A.B. and Subsidiaries


◾
currency exchange rates; and


◾
weather and natural disasters.

The factors that influence our services capacity include:


◾
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; and


◾
port congestion.

Our ability to re-charter the vessels we operate upon the expiration or termination of their current charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, the prevailing state of the charter market for vessels. If the charter market is depressed when vessels’ charters expire, we may be forced to re-charter the vessels at reduced rates or even possibly a rate whereby we incur a loss, which may reduce our earnings or make our earnings volatile. The same issues will exist if we acquire additional vessels and attempt to obtain multi-year time charter arrangements as part of our acquisition and financing plan.  Similarly, in our ports and terminals and logistics divisions, our ability to renew or extend our services agreements will be subject to current market conditions and other competitors.

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.

Our principal objectives include acquiring and operating additional vessels in conjunction with entering into additional long-term, fixed-rate time charters for these ships, as well as entering into new long-term service contracts for our ports and terminals and logistics businesses. The process of obtaining new long-term contracts is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. Shipping charters and service contracts are awarded based upon a variety of factors relating to the contractor, including:


◾
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 berths;


◾
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, such as allowing termination for force majeure events, among others; and

Grupo TMM, S.A.B. and Subsidiaries


◾
competitiveness of the bid in terms of overall price.

We expect substantial competition from a number of experienced companies, including state-sponsored entities and major shipping, ports and terminals, and logistics companies. Some of these competitors have significantly greater financial resources than we do, and can therefore operate larger fleets, provide additional services, and potentially offer better rates. This competition may cause greater price competition for time charters and the other services we offer. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders.

The aging of the vessels we operate may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As the vessels we operate age, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to vessels and may restrict the type of activities in which vessels may engage. We cannot assure you that, as the vessels we operate age, market conditions will justify such expenditures or will enable us to profitably operate the vessels during the remainder of their expected useful lives.

Our results of operations may be adversely affected by operational risks inherent in the transportation and logistics industry.

The operation of vessels and other machinery relating to the shipping and cargo business involves an inherent risk of catastrophic marine disaster, mechanical failure, collisions, property losses to vessels, piracy, cargo loss or damage and business interruption due to political actions in Mexico and in foreign countries. In addition, the operation of any harbor and seagoing vessel is subject to the inherent possibility of catastrophic marine disasters, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade. Any such event may result in a reduction of revenues or increased costs. The Company’s vessels are insured for their estimated value against damage or loss, including war, terrorism acts, and pollution risks and we also carry other insurance customary in the industry.

We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets including, but not limited to, harbor and seagoing vessels, port facilities, port equipment, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss. Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We cannot assure you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future.

Additionally, some shipping, ports and terminals, and logistics activities decrease substantially during periods of bad weather. Such adverse weather conditions can adversely affect our results of operations and profitability if they occur with unusual intensity, during abnormal periods, or last longer than usual in our major markets, especially during peak shipping periods.

Grupo TMM, S.A.B. and Subsidiaries

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.

Our operations are subject to general Mexican federal and state laws and regulations relating to the protection of the environment. The Mexican Attorney General for Environmental Protection ( Procuraduría Federal de Protección al Ambiente ) is empowered to bring administrative and criminal proceedings and impose corrective actions and economic sanctions against companies that violate environmental laws, and temporarily or permanently close non-complying facilities. The Mexican Ministry of Environmental Protection and Natural Resources ( Secretaría del Medio Ambiente y Recursos Naturales or “SEMARNAT”) and other ministries have promulgated compliance standards for, among other things, water discharge, water supply, air emissions, noise pollution, hazardous substances transportation and handling, and hazardous and solid waste generation. Under the environmental laws, the Mexican government has implemented a program to protect the environment by promulgating rules concerning water, land, air and noise discharges or pollution, and the transportation and handling of wastes and hazardous substances.

We are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of hazardous materials, wastes and pollutants into the environment.

While we maintain insurance against certain of these environmental risks in an amount which we believe is consistent with amounts customarily obtained in accordance with industry norms, we cannot assure you that our insurance will be sufficient to cover damages suffered by us or that insurance coverage will always be available for these possible damages. Furthermore, such insurance typically excludes coverage for fines and penalties that may be levied for non-compliance with environmental laws and regulations.

We anticipate that the regulation of our business operations under federal, state and local environmental laws and regulations will increase and become more stringent over time. We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on our results of operations, cash flows, capital expenditure requirements or financial condition.

Our maritime operations provide services to transport petrochemical products and refined clean and dirty petroleum products, respectively. See Item 4. “Information on the Company — Business Overview — Maritime Operations.” Under the United States Oil Pollution Act of 1990 (“OPA” or “OPA 90”), responsible parties, including ship owners and operators, are subject to various requirements and could be exposed to substantial liability, and in some cases unlimited liability, for removal costs and damages, including natural resource damages and a variety of other public and private damages resulting from the discharge of oil, petroleum or related substances into the waters of the United States. In some jurisdictions, including the United States, claims for spill clean-up or removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability, creates the potential for similar claims being brought in the United States under state law. In addition, several other countries have adopted international conventions that impose liability for the discharge of pollutants similar to OPA. If a spill were to occur in the course of operation of one of our vessels carrying petroleum products, and such spill affected the waters of the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or unlimited liability. Additionally, our vessels carry bunkers (ship fuel) and certain goods that, if spilled, under certain conditions, could cause pollution and result in substantial claims against us, including claims under international laws and conventions, OPA and other U.S. federal, state and local laws. Further, under OPA and similar international laws and conventions, we are required to satisfy insurance and financial responsibility requirements for potential oil spills and other pollution incidents. Penalties for failure to maintain the financial responsibility requirements can be significant and can include the seizure of the vessel.

The vessels we operate must also meet stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by governmental authorities such as the U.S. Coast Guard for those vessels that operate within U.S. territorial waters. Non-compliance with these regulations could give rise to substantial fines and penalties.

Grupo TMM, S.A.B. and Subsidiaries

We could have liability with respect to contamination at third-party facilities in the United States where we have transported hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) and comparable state laws (known as state Superfund laws). CERCLA and the state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of certain substances.  These persons, commonly called “potentially responsible parties” or “PRPs,” include the current and certain prior owners or operators of and persons that arranged for the disposal or treatment of hazardous substances at sites where a release has occurred or could occur. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions or toxic tort litigation against PRPs under CERCLA or state Superfund law or state common law.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States. The Clean Water Act and comparable state laws provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive relief.

Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our financing arrangements.

As of March 31, 2019, we had 1,762 employees, approximately 15% of whom were unionized. The compensation terms of the labor agreement with these employees are subject to renegotiation on an annual basis and all other terms are renegotiated every two years. If we are not able to negotiate these provisions favorably, strikes, boycotts or other disruptions could occur, and these potential disruptions could have a material adverse effect on our financial condition and results of operations and on our ability to meet our payment obligations under our financing arrangements.

Continuing world tensions, including as the result of wars, other armed conflicts, terrorist attacks, and trade disputes could have a material adverse effect on our business.

Continuing world tensions, including those relating to the Middle East, North Korea, Russia, Ukraine, Venezuela, Libya and various other African countries, trade disputes between the United States, China, and various other countries, as well as terrorist attacks in various locations and related unrest, have increased worldwide political and economic instability and depressed economic activity in the United States and globally, including the Mexican economy. The continuation or escalation of existing armed hostilities or the outbreak of additional hostilities as a consequence of further acts of terrorism or otherwise could cause a further downturn and/or significant disruption to the economies of the United States, Mexico and other countries. The continued threat of terrorism within the United States and abroad and the potential for military action and heightened security measures in response to such threat may cause significant disruption to commerce throughout the world, including restrictions on cross-border transport and trade. Furthermore, the Mexican government’s efforts to combat illegal drug cartels have caused public safety issues that may hinder Mexico’s economic growth and could prompt restrictions on cross-border transport and trade.

Our information technology systems could be subject to security breaches or network disruptions, which could have a material adverse effect on our business.

Our business relies on information technology systems, including computer hardware and software systems, that may be targeted for attack by computer hackers and cyber terrorists.  Although we employ various cybersecurity defenses and measures aimed at safeguarding the integrity of our information technology systems from attack, the risks from cyberattacks are constantly evolving and our protective measures may not adequately prevent cybersecurity breaches, which may result in unauthorized access to data by criminals, the theft, corruption or alteration of data, computer viruses, the installation of malware or ransomware, or other malicious acts aimed at disrupting our business operations.  If, as a result of such attacks, our information technology systems do not perform as anticipated or become unavailable, we may experience a decrease in operating performance, an increase in operating costs and damage to our reputation. Any significant security breaches or disruptions in the performance of our information technology systems could have a material adverse effect on our results of operations and financial condition.

Grupo TMM, S.A.B. and Subsidiaries

Our customers may take actions that may reduce our revenues.

If our customers believe that our financial condition will result in a lower quality of service, they may discontinue use of our services. Additionally, some customers may demand lower prices. While we have contracts with some of our customers that prevent them from terminating our services or which impose penalties on customers who terminate our services, it may be impractical or uneconomical to enforce these agreements in Mexican courts. If any of these events occurs, our revenues will be reduced.

Our financial statements may not give you the same information as financial statements prepared under United States accounting rules.

Our financial statements are prepared in accordance with IFRS. IFRS differs in certain significant respects from U.S. GAAP including, among others, the classification of minority interest and employees’ profit sharing, the accounting treatment for capitalized interest, consolidation of subsidiaries, the acquisition of shares of subsidiaries from minority stockholders and the computation of deferred taxes. For this and other reasons, the presentation of financial statements and reported earnings prepared in accordance with IFRS may differ in significant respects from the presentation of financial statements and reported earnings prepared in accordance with U.S. GAAP.

Risks Relating to Mexico

Economic, political and social conditions may adversely affect our business.

Our financial performance may be significantly affected by general economic, political and social conditions in the markets where we operate. Most of our operations and assets are located in Mexico. As a result, our financial condition, results of operations and business may be affected by the general condition of the Mexican economy, the valuation of the Peso as compared to the U.S. dollar, Mexican inflation, interest rates, regulation, taxation, social instability and political, social and economic developments in Mexico. Many countries in Latin America, including Mexico, have suffered significant economic, political and social crises in the past, and these events may occur again in the future. Instability in the region has been caused by many different factors, including:


◾
significant governmental influence over local economies;


◾
substantial fluctuations in economic growth;


◾
high levels of inflation;


◾
changes in currency values;


◾
exchange controls or restrictions on expatriation of earnings;


◾
high domestic interest rates;


◾
wage and price controls;


◾
changes in governmental economic or tax policies;


◾
imposition of trade barriers;


◾
unexpected changes in regulation; and


◾
overall political, social and economic instability.

Grupo TMM, S.A.B. and Subsidiaries

Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition.

Mexico has historically experienced uneven periods of economic growth. Mexico’s gross domestic product (“GDP”) increased 2.8%, 3.3%, 2.9%, 2.1% and 2.0% in 2014, 2015, 2016, 2017 and 2018, respectively. For 2019, the Banco de Mexico Consensus Board 1 estimates that GDP in Mexico is expected to grow by approximately 1.6%, while inflation is expected to be 3.7%. We cannot assure you that these estimates will prove to be accurate. The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on us in particular, as well as on market conditions, prices and returns on Mexican securities, including our securities.

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.

Severe devaluation or depreciation of the Peso may also result in governmental intervention or disruption of international foreign exchange markets. This may limit our ability to transfer or convert Pesos into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our dollar-denominated indebtedness and adversely affect our ability to obtain foreign currency and other imported goods. The Mexican economy has suffered current account balance of payment deficits and shortages of foreign exchange reserves in the past. While the Mexican government does not currently restrict, and for more than ten years has not restricted, the right or ability of Mexican or foreign persons or entities to convert Pesos into U.S. dollars or to transfer other currencies outside of Mexico, the Mexican government could institute restrictive exchange control policies in the future. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or convert Pesos into U.S. dollars for the purpose of making timely payments of interest and principal on indebtedness would be adversely affected. Devaluation or depreciation of the Peso against the U.S. dollar may also adversely affect U.S. dollar prices for our debt securities.

Pursuant to the provisions of the North American Free Trade Agreement (“NAFTA”), or its potential replacement, the United States-Mexico-Canada Agreement (“USMCA”), if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors. Any restrictive exchange control policy could adversely affect our ability to obtain U.S. dollars or to translate Pesos into U.S. dollars for purposes of making interest and principal payments to our creditors to the extent that we may have to make those translations. This could have a material adverse effect on our business and financial condition.

High interest rates in Mexico could increase our financing costs.

Mexico historically has had, and may continue to have, high real and nominal interest rates. The 28-day TIIE averaged 3.52%, 3.32%, 4.47%, 7.05% and 8.00% in 2014, 2015, 2016, 2017 and 2018, respectively, and for the three-month period ended March 31, 2019, it averaged 8.56%. To the extent our debt is incurred in Mexican Pesos at interest rates linked to the TIIE or any other Mexican interest rate index, any increase in such rates will increase our financing costs.

Developments in other emerging market countries or in the United States may affect us and the prices of our securities.

The market value of securities of Mexican companies, the economic and political situation in Mexico and our financial condition and results of operations are, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States. Although economic conditions in other emerging market countries and in the United States may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value or trading price of securities of Mexican issuers, including our securities, or on our business.


1
The Banco de Mexico Consensus Board comprises 34 economic analysts and consultants specialized in the Mexican and international economies.

Grupo TMM, S.A.B. and Subsidiaries

Our operations, including demand for our products or services and the price of our floating rate debt, have also historically been adversely affected by increases in interest rates in the United States and elsewhere. Although in recent years interest rates have remained low, as interest rates rise, the interest payments on our floating rate debt and the cost of refinancing our financing arrangements at maturity will rise as well.

Mexico may experience high levels of inflation in the future, which could adversely affect our results of operations.

Mexico has a history of high levels of inflation, and may experience high inflation in the future. The annual inflation rates for the last five years, as measured by changes in the National Consumer Price Index, as provided by Banco de México , were:

2014
4.08
%
2015
2.13
%
2016
3.36
%
2017
6.77
%
2018
4.83
%
2019 (last twelve months ended March 31)
4.00
%

Mexico’s current level of inflation has been reported at higher levels than the annual inflation rate of the United States and Canada. The United States and Canada are Mexico’s main trading partners. We cannot give any assurance that the Mexican inflation rate will decrease, increase or maintain its current level for any significant period of time. A substantial increase in the Mexican inflation rate as currently in effect would have the effect of increasing some of our costs, which could adversely affect our financial condition and results of operations, as well as our ability to service our debt obligations. High levels of inflation may also affect the balance of trade between Mexico and the United States, and other countries, 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.

Mexican political events may significantly affect our operations. On December 1, 2018, Andres Manuel Lopez Obrador, a member of the National Regeneration Movement Party (“MORENA”), began a six-year term as president of Mexico following his victory in the July 1, 2018 presidential election. Under the 2012-2018 government of President Enrique Peña Nieto, significant changes in laws, policies and regulations aimed at fostering growth in certain key sectors of the Mexican economy were enacted, including the energy and transportation sectors. The uncertainty regarding the direction of policymaking with the new government could significantly change Mexico’s political and economic situation, which consequently could affect the Company’s operations. Currently, MORENA has a majority in both chambers of the Mexican Congress and controls 19 of 32 Mexican state congresses. This should facilitate the passing of legislation, including potential changes to the Mexican Constitution, which may increase political uncertainty. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition or results from operations.

Mexico’s daily oil production statistics indicate that production has declined over the past eight years (2011-2018) at a compounded average rate of 4.8%, a trend that could continue in the coming years. In contrast, during the same period of time, imports of gasoline and diesel for domestic consumption grew 6.4%, and currently represent 70% of Mexico’s domestic consumption.

Experts have concluded that if the Mexican government does not follow through with its implementation of reforms designed to promote private investment in the energy sector, or fails to make further investments to increase PEMEX’s technological capabilities, Mexico’s oil production may drop considerably, weakening the financial position of the Mexican government.

Finally, the Mexican economy in the past has suffered balance of payment deficits and shortages in foreign exchange reserves, and we cannot assure you that these deficits and shortages will not occur in the future.

Grupo TMM, S.A.B. and Subsidiaries

Political events in the United States could have a material adverse effect on our business, financial condition and results of operations.

The United States is Mexico’s primary trading partner, and receives over 80% of Mexico’s total exports. A deterioration in trade relations between Mexico and the United States could have a negative effect on Mexico’s economic growth and its transportation and shipping industry in particular.

U.S. President Donald J. Trump has pushed for substantial revisions to U.S. trade and tax policies, including the renegotiation or termination of trade agreements such as NAFTA, and has instituted or proposed the imposition of border taxes, higher tariffs or other measures which would increase the price of goods imported into the United States, particularly from Mexico.

In November 2018, the United States, Mexico and Canada signed the United States-Mexico-Canada Agreement, or USMCA, which is designed to replace NAFTA. The USMCA remains subject to approval and ratification by the legislatures in each of the three countries.  If the United States fails to ratify the USMCA and withdraws from NAFTA, or if the United States withdraws from or makes material changes to other international trade agreements to which it is a party, trade barriers and other costs associated with trade between the United States and Mexico may increase, which could have a material adverse effect on our business, financial condition and results of operations.

As a result of lower oil prices following declines from 2014 levels, our clients may reduce spending on exploration and production projects, resulting in a decrease in demand for our services.

Oil and natural gas prices, as well as market expectations of potential changes in these prices, significantly impact the level of worldwide drilling and production services activities. Reduced demand for oil and natural gas or periods of surplus oil and natural gas generally result in lower prices for these commodities and often impact the economics of planned drilling projects and ongoing projects, resulting in the curtailment, reduction, delay or postponement of such projects for an indeterminate period of time. When drilling and production activity and spending declines, vessel daily rates and utilization for our offshore vessels historically decline as well.

Although worldwide oil prices have risen steadily during the past two years, prices remain well below 2014 levels. If lower oil and natural gas prices persist for a prolonged period, or decline further, oil and gas exploration and production companies are likely to cancel or curtail their drilling programs and lower production spending on existing wells, thereby reducing demand for our services.

Any prolonged reduction in the overall level of oil and gas exploration and development activities, whether resulting from changes in the price of oil, natural gas or otherwise, could materially and adversely affect us by negatively impacting:


◾
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.

If any of the foregoing were to occur, it could have a material adverse effect on our business and financial results.

Grupo TMM, S.A.B. and Subsidiaries

The following table shows the high, low, average and period-end spot prices of Mexican crude oil as reported by the Bank of Mexico in U.S. dollars for the periods indicated below.

Spot price of Mexican crude oil
Year Ended December 31,
High (1)
Low (1)
Average (2)
End of
Year (3)
2014
102.41
45.45
87.66
45.45
2015
59.45
26.54
44.70
29.80
2016
46.53
18.90
35.86
46.30
2017
56.19
39.20
46.36
56.19
2018
77.73
44.69
62.10
44.69

Spot price of Mexican crude oil
Monthly,
High (4)
Low (4)
Average (5)
End of Month (6)
Year 2019
January
55.26
43.65
51.44
55.03
February
59.68
54.10
57.02
58.62
March
61.28
58.49
59.96
61.28
April (7)
64.56
62.55
63.46
63.59


(1)
The highest and lowest spot price of Mexican crude oil in U.S. dollars reported by Banco de México on the last business day of each month during the relevant year.

(2)
The average spot prices during the relevant year.

(3)
The spot price on the last day of each relevant year.

(4)
The highest and lowest spot price in the relevant month.

(5)
The average spot price of each day in the relevant month.

(6)
The spot price on the last day of each relevant month.

(7)
Through April 12, 2019.

Federal tax legislation reforms in Mexico may have an adverse effect on our financial condition and results of operations.

The Mexican government has in recent years implemented various changes to the tax laws applicable to Mexican companies, including us. Should the Mexican government implement changes to the tax laws that result in our having significantly higher tax liability, we would be required to pay the higher amounts due pursuant to any such changes, which could have a material adverse impact on our results of operations.

In December 2013, the Mexican government enacted various federal tax reforms that entered into effect on January 1, 2014. Among other changes, these reforms maintained a corporate income tax rate of 30%; eliminated the corporate flat tax, or IETU; imposed withholding taxes at a 10% rate on the payment of dividends and capital gains from the sale of shares by and to Mexican and foreign shareholders; eliminated deductions previously allowed in respect of payments between related parties or certain foreign corporations; limited the tax deductions for certain benefits paid to employees; and increased the value-added tax in certain areas of Mexico.

We cannot predict the full impact that the tax reform will have on our business, financial condition and results of operations once it is fully implemented, including the effect on our business of higher payroll taxes and higher costs due to additional compliance measures. Our initial assessments indicate that the changes will increase our income tax base in the coming years, primarily as a result of the new limitations on tax deductions. In addition, we cannot predict the indirect impact that this legislation could have on our customers and shareholders. It is possible that our shareholders may be required to pay more taxes than they would have paid prior to the implementation of the January 1, 2014 tax reforms.

Grupo TMM, S.A.B. and Subsidiaries

Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.

Mexico’s federal antitrust laws and regulations may affect some of our activities, including our ability to introduce new products and services, enter into new or complementary businesses or joint ventures and complete acquisitions. In addition, the federal antitrust laws and regulations may adversely affect our ability to determine the rates we charge for our services and products. Approval of the Comisión Federal de Competencia , or Mexican Antitrust Commission, is required for us to acquire and sell significant businesses or enter into significant joint ventures and we cannot assure you that we would be able to obtain such approval.

Investors may not be able to enforce judgments against the Company.

Investors may be unable to enforce judgments against us. We are a stock corporation, organized under the laws of Mexico. Substantially all our directors and officers reside in Mexico, and all or a significant portion of the assets of those persons may be located outside the United States. It may not be possible for investors to effect service of process within the United States upon those persons or to enforce judgments against them or against us in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Additionally, it may not be possible to enforce, in original actions in Mexican courts, liabilities predicated solely on the U.S. federal securities laws and it may not be possible to enforce, in Mexican courts, judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the U.S. securities laws.

Risks Relating to Ownership of our Equity

The protection afforded to minority shareholders in Mexico is different from that afforded to minority shareholders in the United States.

Under Mexican law, the protections afforded to minority shareholders are different from, and may be less than, those afforded to minority shareholders in the United States. Under Mexican law, there is no procedure for class actions as such actions are conducted in the United States and there are different procedural requirements for bringing shareholder lawsuits against companies. Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders than it would be for minority shareholders of a U.S. company.

In accordance with the Mexican Companies Act ( Ley General de Sociedades Mercantiles ), shareholders representing at least 33% of our capital stock can request that the Board of Directors call an Extraordinary Shareholders Meeting to vote on proposals included by the shareholders in their request to the Board.

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.

Under Mexican law, if we issue new shares for cash as a part of a capital increase, we generally must grant our stockholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in our company. Rights to purchase shares in these circumstances are commonly referred to as preemptive rights. We may not be legally permitted to allow holders of ADSs in the United States to exercise preemptive rights in any future capital increase unless (1) we file a registration statement with the SEC with respect to that future issuance of shares or (2) the offering qualifies for an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC, as well as the benefits of preemptive rights to holders of ADSs in the United States and any other factors that we consider important in determining whether to file a registration statement.

If we do not file a registration statement with the SEC to allow holders of ADSs in the United States to participate in a preemptive rights offering or if there is not an exemption from the registration requirements of the U.S. Securities Act of 1933 available, the equity interests of holders of ADSs would be diluted to the extent that ADS holders cannot participate in a preemptive rights offering.

Grupo TMM, S.A.B. and Subsidiaries

The Company is controlled by the Serrano Segovia family.

The Serrano Segovia family controls the Company through José Serrano Segovia’s direct and indirect ownership of our Shares, and members of the Serrano Segovia family serve as members of our Board of Directors. Holders of our ADSs may not vote at our shareholders’ meetings. Each of our ADSs represents five CPOs. Holders of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the Master Neutral Investment Trust ( Fideicomiso Maestro de Inversion Neutra ) (the “CPO Trust”). Such voting rights are exercisable only by the trustee, which is required by the terms of the trust agreement to vote such Shares in the same manner as the majority of the Shares that are not held in the CPO Trust that are voted at any shareholders’ meeting. Currently the Serrano Segovia family owns a majority of the Shares that are not held in the CPO Trust. As a result, the Serrano Segovia family will be able to direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 7. “Major Shareholders and Related Party Transactions — Major Shareholders.”

A change in control may adversely affect us.

In the past, a portion of the Shares and ADSs of the Company held by the Serrano Segovia family was pledged to secure indebtedness of the Serrano Segovia family and entities controlled by them and may from time to time in the future be pledged to secure obligations of other of their affiliates. A foreclosure upon any such Shares held by the Serrano Segovia family could result in a change of control under the various debt instruments of the Company and its subsidiaries. Such debt instruments provide that certain change of control events with respect to us will constitute a default and that the relevant lenders may require us to prepay our debt obligations including accrued and unpaid interest, if any, to the date of such repayment. If such a default occurs, we cannot assure you that we will have enough funds to repay our debt.

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.

Our ADSs currently trade on the OTC market under the ticker symbol GTMAY. The OTC market is a significantly more limited market than a national securities exchange such as the New York Stock Exchange (“NYSE”) or NASDAQ, with generally lower trading volumes and higher price volatility.  Quotation of the ADSs on the OTC market may limit the liquidity and price of the ADSs and could adversely impact our ability to raise capital in the future.

ITEM 4.
INFORMATION ON THE COMPANY

History and Development of the Company

We were formed on August 14, 1987, under the laws of Mexico as a variable capital corporation (sociedad anónima de capital variable) to serve as a holding company for investments by certain members of the Serrano Segovia family.

TMM merged with and into Grupo TMM (formerly Grupo Servia, S.A. de C.V. (“Grupo Servia”)), which was effected on December 26, 2001, leaving Grupo TMM as the surviving entity. Under the terms of the merger, all of the assets, privileges and rights and all of the liabilities of TMM were transferred to Grupo TMM upon the effectiveness of the merger. TMM was founded on September 18, 1958 by a group of private investors, including the Serrano Segovia family.

In December 2001, the boards of directors of TMM and Grupo TMM unanimously approved a corporate reorganization and merger in which TMM was merged with and into Grupo TMM. After the merger, each shareholder of TMM continued to own the same relative economic interest in Grupo TMM as the shareholder owned in TMM prior to the merger. In preparation for the merger, the shareholders of Grupo TMM approved the division ( escisión) of Grupo TMM into two companies, Grupo TMM and a newly formed corporation, Promotora Servia, S.A. de C.V. (“Promotora Servia”). Under the terms of the escisión , Grupo TMM transferred all of its assets, rights and privileges (other than its interest in TMM) and all of its liabilities to Promotora Servia. The transfer of assets to Promotora Servia was made without recourse and without representation or warranty of any kind, and all of Grupo TMM’s creditors expressly and irrevocably consented to the transfer of the liabilities to Promotora Servia.

Grupo TMM, S.A.B. and Subsidiaries

On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation (sociedad anónima) . Following the reclassification, we had 56,963,137 Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.

As a result of a reform to the securities law in Mexico promulgated in June 2006, publicly traded companies in Mexico were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. Accordingly, on December 20, 2006, the Company added the term “ Bursátil ” to its registered name to comply with the requirements under Mexico’s new securities law, or Ley del Mercado de Valores. As a result, the Company is known as Grupo TMM, Sociedad Anónima Bursátil, or Grupo TMM, S.A.B. In addition, the Series A Shares of the Company were renamed as nominative common shares without par value (“Shares”). The rights afforded by the new Shares are identical to the rights afforded by the former Series A Shares.

On December 15, 2017, as part of corporate restructuring to improve our debt profile, we transferred 85% of the shares of our wholly owned subsidiary, TMM Division Maritima, S.A. de C.V. (“TMM DM”), an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Mexican Peso-Denominated Trust Certificates Program (the “Trust Certificates Program”). The Trust Certificates Program involved the issuance to investors of certificates secured by trust assets and denominated in Mexican Pesos, the proceeds of which were used by us to consolidate and refinance our debt, as well as to finance the acquisition of additional vessels as contemplated by our expansion program.  As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). Going forward, we continue to operate the supply vessels, tankers and tugboats owned by TMM DM pursuant to a maritime services contract.  See Note 4 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

Today, we are a fixed capital corporation listed on the Mexican Stock Exchange ( Bolsa Mexicana de Valores ) incorporated under the Ley General de Sociedades Mercantiles for a term of 99 years. We are headquartered at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 México City, México, and our telephone number is +52-55-5629-8866. Grupo TMM’s Internet website address is www.tmm.com.mx. The information on Grupo TMM’s website is not incorporated into this Annual Report.

Business Overview

General

We are one of the largest logistics and transportation companies in Mexico, providing dynamic ocean transportation services, including maritime, ports and terminals management, logistics services and warehousing services, to premium clients throughout Mexico.

Maritime Operations. Our Maritime Operations division provides maritime transportation services, including the operation of offshore vessels that provide transportation and other services to the Mexican offshore oil industry, tankers that transport petroleum products within Mexican and international waters, parcel tankers that transport liquid chemical and vegetable oil cargos from and to the United States and Mexico, tugboats that provide towing services at the port of Manzanillo, Mexico, and dry bulk carriers that transport unpackaged commodities such as steel between South America, the Caribbean and Mexico. As of March 31, 2019, we operate a fleet of 36 vessels, which includes product and chemical tankers, harbor tugs and a variety of offshore supply vessels.  Of these vessels, 30 are owned by TMM DM and managed, operated and marketed by us pursuant to a maritime services contract.

Grupo TMM, S.A.B. and Subsidiaries

In addition, we operate a shipyard with integrated services based in the port of Tampico, Mexico through our subsidiary, Inmobiliaria Dos Naciones, S.R.L. de C.V. (“IDN”). IDN is located near offshore oil and gas facilities and key commercial routes between the Southeastern United States and Mexico. IDN provides ship repair services and has two floating drydocks with a capacity of 3,000 metric tons each. IDN services more than 33 vessels per year and provides us with the necessary capabilities to build additional vessels.

Ports and Terminals Operations. We presently operate three Mexican port facilities, Tuxpan, Tampico and Acapulco, under concessions granted by the Mexican government, which provide for certain renewal rights. This business unit also provides port agent services to vessel owners and operators in the main Mexican ports.

Logistics Operations. We provide dedicated logistics services to major manufacturers, including automobile manufacturers and retailers with facilities and operations throughout Mexico. The services that we provide include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle) analysis; logistics information process design; intermodal transport; supply chain and logistics management; product handling and repackaging; local pre-assembly; maintenance and repair of containers in principal Mexican ports and cities and inbound and outbound distribution using multiple transportation modes. Due to the scope of our operations, together with the extent of our experience and resources, we believe that we are uniquely positioned to coordinate the entire supply chain for our customers.

Warehousing Operations. Through our subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Auxiliary Credit Organization (“ADEMSA”), we provide warehousing and bonded warehousing facility management services. ADEMSA currently operates over 240,000 square meters of warehousing space throughout Mexico, including 64,939 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit.

Set forth below are our total revenues over the last three fiscal years for each of our business segments:

Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,
2018
2017
2016
Maritime Operations
$
909.5
$
1,951.3
$
2,167.6
Ports and Terminals Operations
166.0
134.2
116.7
Logistics Operations
286.6
229.5
190.9
Warehousing Operations
161.0
149.9
126.1
Other Business
-
-
46.2
Total
$
1,523.1
$
2,464.9
$
2,647.5

Recent Developments

Acquisition of Liquid Terminal Project in Tuxpan

In light of the liberalization of refined products included in the Mexican Energy Reforms and the Company’s ownership of land strategically located in Tuxpan, in August 2016 we announced a new venture with TransCanada and Sierra Oil & Gas to jointly develop a mid-stream infrastructure in Tuxpan as well as an inland distribution center to serve the growing demand for refined products such as gasoline, diesel and jet fuel in the central region of Mexico.  In February 2019, we agreed to purchase from Sierra Oil & Gas their 50% interest in the project’s joint venture company, Optimus Services and Solutions S de RL de C.V. (“Optimus”), for US$2.6 million, resulting in Optimus becoming a wholly owned subsidiary of the Company.  Once completed, the liquid terminal infrastructure being developed by Optimus should allow us to supply up to 80,000 barrels per day of refined products to Mexico City and the central Mexican states from our facilities in Tuxpan. See Notes 10(b) and 29 of the accompanying Audited Consolidated Financial Statements.

Grupo TMM, S.A.B. and Subsidiaries

Spin-off of TMM DM

On December 15, 2017, as part of corporate restructuring to improve our debt profile, we transferred 85% of the shares of our wholly owned subsidiary, TMM DM, an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Trust Certificates Program.  As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). Going forward, we continue to operate the supply vessels, tankers and tugboats owned by TMM DM pursuant to a maritime services contract.  The terms of the contract provide for TMM DM to pay us a service fee based on the revenues generated by the vessels and their operating costs. The contract does not include a non-compete restriction, allowing us to continue our efforts to expand our existing fleet and develop new maritime business.

Corporate Restructuring, Issuance and Cancellation of Convertible Debentures

On August 15, 2016, the Company published in Mexico an announcement in the Reforma newspaper that an Extraordinary Shareholders’ Meeting would be held on August 31, 2016 at which the Company’s shareholders would vote on the adoption of a corporate restructuring and capitalization program aimed at significantly increasing the valuation of the Company’s assets and equity as reported on its financial statements. Under the proposed program, the Company was to merge with and into TTM, a private Mexican limited liability company formed as a holding company by the Company’s controlling shareholders VEX Asesores Corporativos, S.A.P.I de C.V. (“VEX”) and José F. Serrano Segovia, the Company’s chairman and CEO. VEX is a private Mexican company in which José F. Serrano Segovia holds a minority equity interest and controls 100% of the voting stock.  Effective upon the proposed merger, in accordance with the General Law of Commercial Companies ( Ley General de Sociedades Mercantiles ) , TTM was to continue as the successor issuer to the Company and assume all of the Company’s assets, liabilities, rights and obligations. TTM would then assume the name “Grupo TMM, S.A.B.” and the Company’s current business, operations, corporate governance and organizational structure would continue in the same form as immediately prior to the merger, with no change to the Company’s current officers, directors or management. Completion of the merger was subject to various conditions precedent, including registration of the merger agreements in the Public Registry of Commerce ( Registro Público de la Propiedad y de Comercio ) as required by Article 223 of the General Law of Commercial Companies, as well as the approval of the National Banking and Stock Commission ( Comision Nacional Bancaria y de Valores ).

In addition, the Company proposed to undertake a capitalization program providing for the issuance, in Mexico and only to Mexican investors holding debt related to the Company’s Trust Certificates Program, of convertible debentures in an aggregate principal amount of up to $4,600.0 million (the “Convertible Debentures”).  The Convertible Debentures were convertible into Shares of the Company at specified dates over a 10-year period at a price of $19.55 per Share.

On August 31, 2016, Grupo TMM’s shareholders unanimously approved the corporate restructuring and capitalization program, including the merger and issuance of Convertible Debentures. However, following a detailed review of the accounting requirements and valuation rules applicable to the proposed merger, Company management elected not to proceed with the proposed merger.  Accordingly, on April 3, 2017, the Company held an Extraordinary Shareholders’ Meeting at which the shareholders resolved to declare the merger null and void, as the conditions precedent for effectiveness, including registration of the merger agreements pursuant to Article 223 of the General Law of Commercial Companies, had not been fulfilled.  As a result of the decision not to proceed with the proposed merger, TTM became a wholly owned subsidiary of the Company and the Convertible Debentures, which had been issued by TTM to holders of Company debt in contemplation of TTM continuing as the successor issuer to the Company following the merger, became obligations of the Company.

On September 29, 2017, the Company agreed with the Convertible Debenture holders to defer the date on which the first conversion of 10% of the aggregate of the principal amount of the Convertible Debentures would occur from September 30, 2017 to June 30, 2018.

On December 4, 2017, the Company and the Convertible Debenture holders agreed to terminate the Convertible Debentures program. Under the terms of the agreement, the Company delivered trust certificates to the Convertible Debenture holders in an amount equivalent to the principal value of the Convertible Debentures, plus accrued interest. Termination of the Convertible Debenture program extinguished any further liability of the Company in respect of the Convertible Debentures, and did not result in any gain or loss to the Company.

Grupo TMM, S.A.B. and Subsidiaries

Acquisition of TTM

On September 14, 2016, in connection with the corporate restructuring described above, the Company acquired 100% of the stock of TTM from VEX and José F. Serrano Segovia. The terms of the stock purchase agreement provided for the Company’s subsequent acquisition by, and merger into, TTM as approved at the August 31, 2016 Extraordinary Shareholders’ Meetings of the Company and TTM, subject to the condition that the merger be declared effective by no later than April 14, 2017. Because that merger did not take effect as described above, under the terms of the stock purchase agreement TTM became a wholly owned subsidiary of the Company effective as of September 14, 2016.

Charter and Acquisition of Additional Vessels

AHTS “Subsea 204” . In the first quarter of 2014 we entered into a two-year bareboat charter contract with Subsea Petroleum Services, S.A.E. The vessel was redelivered in early 2016.

Tugboat “TMM Colima” . On November 11, 2016, the Company acquired a new generation harbor tug vessel, the “TMM Colima”, with azimuthal propulsion, from the Dutch shipyard Damen Shipyards Group. The vessel officially commenced operations on December 30, 2016 at the port of Manzanillo, where the Company has been an authorized concessionaire since 1997.

Sale of Vessels

As part of our plan to modernize our fleet, we sold some of our older offshore vessels.  On September 4 2017, we sold the tugboat “Rey de Coliman” to Servicios Portuarios Generales, S.A. de C.V.   Most recently, on May 17, 2018, we sold the parcel tanker M/T “Maya” to Yangzijiang Express Shipping PTE, LTD.

Commencement of Bulk Carrier Service

In August 2017, we started to transport unpackaged commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels.

Refinancing of Parcel Tankers Debt

In May 2018, following the sale of the parcel tanker M/T “Maya” the Company prepaid the full US$25 million outstanding on a line of credit from DVB Bank America, N.V. which had been incurred to finance the purchase of that vessel.  In addition, in September 2018, the Company obtained a new line of credit from ACT Maritime LLC, a subsidiary of Alterna Capital Partners, LLC, in the amount of US$ 5.25 million, at a variable rate of LIBOR 90 days plus 750 points, with quarterly payments of principal and interest, and maturing in September 2023.  The proceeds of this new line of credit were used to pay off the remaining balance of the 10-year line of credit in the original amount of US$ 27.5 million that the Company had obtained from DVB Bank America, NV in May 2007 to purchase the parcel tanker M/T “Olmeca.”  See Item 5. “Liquidity and Capital Resources – Purchase of Two Parcel Tankers.”

The Mexican Market

Since TMM’s formation in 1958, the growth and diversification of the Mexican economy have largely driven our growth. As a result of NAFTA, which became effective on January 1, 1994, trade with and investment in the Mexican economy has significantly increased, resulting in greater traffic along the North-South cross-border trade routes, which comprise the NAFTA corridor. The following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:

Grupo TMM, S.A.B. and Subsidiaries

Foreign Trade 2016-2018 (a)
As of December 31,
(in millions of Dollars)
2018
2017
2016
Total Exports
US$450,572
US$409,494
US$373,939
Total Imports
US$464,277
US$420,369
US$387,064
Total Trade Flows
US$914,849
US$829,863
US$761,004
Growth Rate—Exports
10.1 %

9.5 %

(1.7 )%

Growth Rate—Imports
10.4 %

8.6 %

(2.1 )%

Growth Rate—Total
10.3 %

9.0 %

(1.9 )%

Growth Rate—GDP (b)
2.0 %

2.0 %

2.9 %



(a)
The figures include the in-bound ( maquiladora ) industry.

(b)
The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica (INEGI) and is based on 2013 prices.

Source: Instituto Nacional de Estadistica, Geografia e Informatica (INEGI).

Business Strategy

As part of our continued effort to achieve the Company’s goals, throughout the past 5 years we have accomplished the following:


◾
In December 2017, we restructured our Maritime Operations to decrease our consolidated debt and improve our debt profile by transferring 85% of the shares of our wholly owned subsidiary, TMM DM, an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Trust Certificates Program.  As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). This should allow us to reduce our comprehensive financing cost by approximately 90%, improving our debt to capital ratio and providing us with greater free cash flow. Going forward, we continue to operate TMM DM’s vessel fleet pursuant to a maritime services contract under which we are paid a service fee based on the revenues generated by the vessels and their operating costs. The contract does not include a non-compete restriction, allowing us to continue our efforts to expand our existing fleet and develop new maritime business.


◾
We have expanded the customer base of our Maritime and Ports and Terminals Operations, resulting in better operating margins while strengthening our market position.


◾
In August 2016, we announced a venture with TransCanada and Sierra Oil & Gas to jointly develop a refined products storage, transportation, and distribution infrastructure to serve the growing demand for refined products such as gasoline, diesel and jet fuel from Tuxpan, Veracruz to the central region of Mexico. In February 2019, we purchased from Sierra Oil & Gas 50% of the shares of Optimus, the joint venture company developing the liquid terminal project in Tuxpan.  As a result, Optimus is now a wholly owned subsidiary of the Company.


◾
In November 2016, we acquired a new generation harbor tug vessel, the “TMM Colima”, with azimuthal propulsion, from the Dutch shipyard Damen Shipyards Group. The vessel officially commenced operations on December 30, 2016 at the port of Manzanillo, where we have been an authorized concessionaire since 1997.  This vessel was acquired to enhance our fleet of vessels in response to the entry of a new competitor at the port of Manzanillo.


◾
In August 2016, our subsidiary TTM authorized the issuance of up to $4,600 million of Convertible Debentures to holders of Company debt under the Trust Certificates Program. The Convertible Debentures allowed us to capitalize the debt held by trust certificate holders through the mandatory conversion of the debentures into shares of the Company over a 10-year period. On December 4, 2017, we and the holders agreed to terminate the Convertible Debentures program. Termination of the program extinguished our liability in respect of the debentures, and did not result in any gain or loss to the Company.  See Note 18 of the accompanying Audited Consolidated Financial Statements.

Grupo TMM, S.A.B. and Subsidiaries


◾
The Company continues the strategic plan to offset some of the instability in the oil industry which included the following actions: (i) reduction of costs and SG&A expenses, (ii) establishment of an early payment program (the “supply chain program”) through Nacional Financiera, S.N.C., reducing liquidity risk and the effect of payment delays which may result from recent changes in PEMEX’s payment policies and, (iii) of customer diversification.


◾
In 2014 we agreed to sell our container terminal project in Tuxpan. With this sale, we continue our efforts to focus on our profitable businesses.


◾
With respect to our liabilities, in addition to continuing to service our debt obligations and improving our debt profile through the TMM DM spin off in 2017, in 2016 we partially prepaid our indebtedness to DVB Bank SE (formerly DVB Bank AG), and in 2017, we restructured the payment schedule, extending the maturity for one more year to June 2018.  In 2018, we further improved our debt profile by retiring in full our indebtedness to DVB Bank SE, which consisted of two outstanding 10-year lines of credit with DVB Bank SE’s subsidiary, DVB Bank America, N.V.  The first line of credit, with an original principal amount of US$25 million, was prepaid in May 2018 following our sale of the product tanker M/T “Maya.” The second, with an original principal amount of US$27.5 million, was retired in September 2018 with the proceeds of a new, 5-year line of credit from ACT Maritime LLC, a subsidiary of Alterna Capital Partners, LLC, in the amount of US$5.25 million.

Moving forward, our business strategy is focused on the following:

Expansion and Improvement of our Maritime Operations

The recent Mexican Energy Reforms are anticipated to result in increased oil and gas activity in Mexico by PEMEX and other industry participants, both domestic and international. To better capitalize on this increase in activity in light of the preferences granted to Mexican ship-owners under the Mexican Navigation Law (Mexican flagged vessels have a preference to perform cabotage in Mexican waters), our Maritime Operations division is focused on consolidating and expanding operations by: (i) increasing cabotage services with medium and long-term contracts; (ii) satisfying increasing demand for exploration and distribution services in Mexico and abroad by meeting market requirements for new generation vessels with higher-rated and deeper-water capabilities; and (iii) increasing the current capacity of our shipyard repair services to more than 30 vessels per year, of which approximately 50% have been vessels we operate and, in the long term, to have the capacity to build vessels, enabling us to compete to satisfy the expected demands of PEMEX and future customers for offshore vessels.

Expansion of our Ports and Terminals Operations

Tuxpan is the closest port to Mexico City and the central Mexican states, which account for more than 50% of Mexico’s GDP. It is also the main port of entry of gasoline and diesel imports, which account for more than 70% of domestic consumption.

In light of the liberalization of refined products included in the Mexican Energy Reforms and the Company’s ownership of land strategically located in Tuxpan, in August 2016 we announced a new venture with TransCanada and Sierra Oil & Gas to jointly develop a mid-stream infrastructure in Tuxpan as well as an inland distribution center to serve the growing demand for refined products such as gasoline, diesel and jet fuel in the central region of Mexico. The project includes a liquid terminal being developed by Optimus, a company which had been jointly owned 50% by the Company and 50% by Sierra Oil & Gas.  In February 2019, we purchased the Optimus shares held by Sierra Oil & Gas for a total amount of US$2.6 million, giving us full ownership of the company.

To capitalize on the growth potential of this market, we continue our efforts to develop port facilities and storage terminals in order to meet the future demand for gasoline and diesel imports.

We retain a significant portion of land in Tuxpan and continue to develop projects associated with that region, such as an automobile terminal and a citrus juice export terminal.

Grupo TMM, S.A.B. and Subsidiaries

Expansion of our Logistics Operations

We are looking to leverage our experience and knowledge of Mexico and its laws, our customer relationships, and our skills in managing union and non-union labor resources to further expand our business with the automotive industry and in general in all activities related to yards and storage management, with an emphasis on “just-in-time” inventory planning, store, subassemblies and yards administration.

We expect to meet all of the above mentioned goals through a series of financial and commercial strategies that are described in greater detail under Item 5. “Operating and Financial Review and Prospects—Business Plan.”

Improvement of our Warehousing Operations

We are working to improve our bonded warehousing services and to issue negotiable certificates of deposit to be issued for the agricultural and steel industries as well as import duties services.

Certain Competitive Advantages

We believe that we benefit from the following competitive advantages:


◾
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 grow along with the 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.

Maritime Operations

Our Maritime Operations include: (a) supply and logistics services to the oil offshore industry at offshore facilities in the Gulf of Mexico and between ports, moving crews and/or cargo to and from oil platforms; (b) product tankers for the transportation in cabotage of petroleum products, such as the distribution of gasoline to a variety of Mexican and international ports where the gasoline is further distributed inland; (c) parcel tankers, also known as chemical tankers, for the transportation of liquid chemical cargoes between ports in Mexico and the United States; (d) tugboats that provide harbor towing services in and out of the port of Manzanillo; (e) bulk carrier vessels that transport unpackaged general commodities between South America, the Caribbean and Mexico; and (f) shipyard services, including ship repair and dry docking services. This segment accounted for 59.7%, 79.2% and 81.9% of consolidated revenues for the years 2018, 2017, and 2016 respectively.

Fleet Management

As of March 31, 2019, we operated 36 vessels comprised of product tankers, parcel tankers, offshore vessels, and tugboats.  Following the spin-off of TMM DM in December 2017, we entered into a maritime services contract with TMM DM pursuant to which we manage, operate and market the 30 ships belonging to TMM DM (22 offshore vessels, 4 tankers and 4 tugboats) for a fee based on the shipping revenues and the cost of services required to operate the vessels.

Grupo TMM, S.A.B. and Subsidiaries

The table below sets forth information as of March 31, 2019, about the fleet we operate by type, size and capacities:

Vessel Type
Number of
Vessels
Total Dead
Weight Tons
(in thousands)
Total Cubic
Meter Capacity
(in thousands)
BHP (*)
Offshore vessels
24
33.7
**

5,663
Product tankers
4
186.7
204.9
**

Parcel tankers
2
30.5
32.9
**

Tugboats
6
2.6
**

4,964
Total
36
253.5
237.8


*
Average Brake Horse Power.

**
Not applicable.

Offshore Vessels

We have been participating in this business for more than 20 years. Our offshore division provides supply and logistics services to the offshore industry between the ports and the offshore facilities in the Gulf of Mexico through a specialized fleet that includes fast and conventional crew vessels, supply vessels, anchor handling tug supply vessels, floating production, storage and offloading (“FPSO”) vessels and Dynamic Positioning (“DP”) vessels. Other services include supply and administration of onboard personnel, coordination and supervision of the maritime transport of staff, materials and equipment from the base on shore to operational points of the vessels within the oil-drilling zone of the Gulf of Mexico, and coordination and supervision of catering and accommodation matters onboard the vessels. In 2018, the vessels we operate represented 8.9% of Mexico’s offshore fleet. As of March 31, 2019, ten vessels were hired by PEMEX or its subsidiaries, six vessels were hired by private oil companies, companies engaged in the construction and maintenance sectors, or in the spot market, and eight vessels were available for hire.

Set forth below is information regarding the offshore vessels fleet as of March 31, 2019:

Vessel
Year
Flag
DWT (1)
LOA (2) (m) (3)
Beam (m)
BHP
Charterer
*Eco III
2008
Mexico
10,306
117.0
21.0
3,618
-
*Isla Arboleda
2002
Mexico
417
46.0
8.0
5,400
PEP
*Isla Arcas
2001
Mexico
224
50.3
9.1
7,200
-
*Isla Azteca
1998
Mexico
1,000
61.9
14.0
3,900
-
*Isla Blanca
2008
Mexico
480
49.4
11.0
1,700
PEP
*Isla Ciari
2009
Mexico
480
49.4
11.0
1,700
PEP
Isla Colorada
2001
Mexico
540
44.0
11.0
1,700
-
*Isla Creciente
2002
Mexico
357
42.7
9.0
6,750
Mcdermott
*Isla de Cedros
1999
Mexico
2,000
67.0
14.9
8,000
PEP
*Isla San Jose
2006
Mexico
1,660
68.0
16.0
12,240
PEP
*Isla Grande
2004
Mexico
2,800
75.0
16.0
12,000
PEP
*Isla Guadalupe
1998
Mexico
1,598
61.0
13.8
5,300
-
*Isla Janitzio
2008
Mexico
480
49.3
11.0
1,700
PEP
*Isla León
2008
Mexico
1,350
63.4
15.6
6,500
-
*Isla Miramar
2000
Mexico
255
48.8
9.1
6,750
MARINSA
*Isla Monserrat
2007
Mexico
3,250
71.9
16.0
5,450
PEP
*Isla Pelicano
1984
Mexico
1,200
59.2
12.1
6,140
-
*Isla San Gabriel
2009
Mexico
369
55.6
10.4
7,200
PEP
*Isla San Ignacio
2009
Mexico
488
50.0
11.0
7,200
PEP
*Isla San Luis
2009
Mexico
381
55.5
10.4
7,200
ENI
*Isla Santa Cruz
2008
Mexico
1,900
63.4
15.8
6,800
PEP
*Isla Verde
2001
Mexico
540
44.0
11.0
1,700
R(SMC)
Subsea 88
2010
Mexico
1,115
55.0
13.8
2,574
-
*Isla San Diego
2009
Mexico
552
55.2
10.4
7,200
Murphy


(1)
Dead weight tons.
(2)
Overall length.
(3)
Meters.
*
TMM DM vessel.

Grupo TMM, S.A.B. and Subsidiaries

In November 2018, the vessel “Subsea 88” suffered an onboard fire, rendering it inoperable.  The Company reported the incident to its insurance companies, Mexican authorities and the financial institution that provided the capital lease in respect of the vessel. The insurance claims in respect of the incident remain to be resolved.

Product Tankers

Since 1992, we have provided product tanker chartering services to PEMEX and its subsidiaries for the transportation of clean and dirty petroleum products from refineries to various Mexican ports. The fleet we operate is comprised of 4 product tankers, which include one contract with PEMEX’s subsidiary PMI, and three product tankers contracted on the spot market.

Set forth below is information regarding the product tanker fleet as of March 31, 2019:

Vessel
Year
Flag
Hull
DWT (1)
LOA (3) (m) (4)
Beam (m)
Charterer
*Veracruz (formerly Amatlan II)
2002
Mexico
DH (2)
45,467
189
32
Spot market
*Tajin
2003
Mexico
DH (2)
47,147
183
32
Spot market
*Tula
2005
Mexico
DH (2)
46,911
183
32
PMI
*Durango (formerly Tulum)
2000
Mexico
DH (2)
47,131
183
32
Spot market


(1)
Dead weight tons.
(2)
Double hull.
(3)
Overall length.
(4)
Meters.
*
TMM DM vessel.

We have a competitive advantage in the Mexican market as Mexican Maritime law establishes that cabotage services should be provided by Mexican flag vessels and only Mexican companies are allowed to fly the Mexican flag.

OPA 90 established that vessels that do not have double-hulls will be prohibited from transporting crude oil and petroleum products in U.S. coastwise transportation after a certain date based on the age and size of the vessel unless they are modified with a double-hull. In addition, Annex II (Rules 13G and 13H) from MARPOL 73/78 establishes a phase out calendar for single hull tankers. We are aware of this regulation and do not charter or intend to acquire vessels that do not comply with these rules.

Parcel Tankers

Our parcel tanker business operates between Mexican and American ports in the Gulf of Mexico, transporting chemicals, vegetable and animal oils and molasses. The majority of the transported cargo is under contracts of affreightment (“COAs”) in which the customers commit the carriage of their cargo over a fixed period of time on multiple voyages, with a minimum and a maximum cargo tonnage at a fixed price. The vessel operator is responsible for the vessel, the fuel and the port expenses. Currently, our parcel tanker fleet is comprised of one owned vessel and one chartered vessel. We transported 595 thousand tons of chemical products in our parcel tankers during 2018, 618 thousand tons during 2017, and 627 thousand tons during 2016. Our primary customers for our parcel tanker services include major oil and chemical companies.

Grupo TMM, S.A.B. and Subsidiaries

Set forth below is information regarding our parcel tankers as of March 31, 2019:

Vessel
Flag
Year
LOA
Beam
Draft
DWT (1)
Capacity M 3
Total
(m) (2)
(m)
(m)
Chemical Atlantik
Turkey
2018
145.0
21.0
11.0
15,081
15,154
Olmeca
Marshall Islands
2003
130.0
22.4
12.0
15,472
16,800
Total
30,553
31,954


(1)
Dead weight tons.
(2)
Meters.

Harbor Towing

Since January 1997, TMM (formerly Servicios Mexicanos en Remolcadores, S.A. de C.V .) has held a concession to provide tugboat services in the port of Manzanillo, including port docking and navigation in and out of channels and port facilities into open waters. In December 2014, the concession to operate this business was renewed by the relevant authorities until January 17, 2023, with an option to extend for an additional eight years. As of March 31, 2019, we were operating six tugboat vessels, four of which are owned by TMM DM (the tugboats TMM Cuyutlan, TMM Tepalcates, Nevado de Colima and SMR Manzanillo).

Bulk Carrier

In August 2017, we commenced transporting unpackaged general commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels.  Our bulk carrier services typically involve the hiring of a bulk carrier vessel approximately once per month.

Shipyard

The Company holds a concession to operate a shipyard in the port of Tampico, Mexico. The shipyard is strategically positioned in the Gulf of Mexico, in close proximity to offshore oil and gas facilities and other key commercial routes between the Southeastern United States and Mexico. The shipyard provides ship repair services and enables us to provide dry docking services to more than 30 vessels per year. In addition, we expect to expand and diversify our services to develop the necessary capabilities to build vessels at the shipyard, taking advantage of the opportunities created by new participants in the Mexican market.

Customers and Contractual Arrangements

The primary purchasers of our Maritime Operations services are multi-national oil, gas and chemical companies. These services are generally contracted for on the basis of short-term or long-term time charters, voyage charters, COAs or other transportation agreements tailored to the shipper’s requirements. In 2018, excluding customers contracted through TMM DM, our ten largest customers accounted for approximately 74% and 35% of Maritime Operations revenues and consolidated revenues, respectively.  The loss of one or more of our customers could have a material adverse effect on the results of our Maritime Operations.

The services we provide are arranged through different contractual arrangements. Time charters are the principal contractual form for our Maritime Operations.

In the case of a time charter, the charterer is responsible for the hire, fuel and port expenses, and the shipowner is responsible for the nautical operation of the vessel, including the expenses related with the crew, maintenance and insurance. When we bareboat charter a vessel, the charterer is responsible for the hire, fuel and port expenses but also assumes all risk of the nautical operation, including the associated expenses. COAs are contracts with a customer for the carriage of cargoes that are committed on a multi-voyage basis over a period of weeks or months, with minimum and maximum cargo tonnages specified over the period at fixed rates per ton depending on the duration of the contract. Typically, under voyage charters and COAs, the shipowner pays for the fuel and any applicable port charges.

Grupo TMM, S.A.B. and Subsidiaries

Markets

The demand for offshore vessels is affected by the level of offshore exploration and drilling activities, which in turn is influenced by a number of factors including:


◾
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.

Ports and Terminals Operations

We conduct operations at the Mexican ports of Acapulco, Tuxpan and Tampico. We have been granted two partial assignment agreements of rights and obligations in respect to our operations at Tuxpan and Tampico. Additionally, we own land in Tuxpan on which we are developing various terminals, including a liquid oils terminal, a citrus juice export terminal and an automobile terminal. Our concession in Acapulco and our partial assignment agreement of rights and obligations in Tuxpan give us the right of first refusal to continue operations for a second term once the term of the original contract expires. In August 2010, we began operations in the port of Tampico, where we were granted a two-year permit (renewable for an additional two years) to conduct vessel loading and unloading. In September 2012, the permit was extended for four years with the option to extend upon request. The permit was renewed for an additional one-year period in each of October 2016 and October 2017, and was renewed and extended in October 2018 for an additional three-year period.  Ports and Terminals operations accounted for 10.9%, 5.4% and 4.4% of consolidated revenues in 2018, 2017, and 2016 respectively.

The following table sets forth our existing port facilities and concessions:

Port
Concession
Date Awarded
Duration
Acapulco
Integral port administration
June 20, 1996
25 years (with the possibility of extension)
Tuxpan
Stevedoring services
August 4, 1999
20 years (includes extension for 10 years that was exercised in 2009).
Tampico
Permit for loading and unloading operations
October 30, 2018
3 years.

Acapulco

In June 1996, we received a 25-year concession to operate the tourist port of Acapulco and commenced operations in July 1996. Our port interests in Acapulco are operated through a joint venture with SSA called Administración Portuaria Integral de Acapulco, S.A. de C.V . (“API Acapulco”), in which we have a 51% interest.

Grupo TMM, S.A.B. and Subsidiaries

Through API Acapulco, we operate and manage an automobile terminal, a cruise ship terminal with a capacity to receive two cruise ships simultaneously and an automobile warehouse with a capacity to store up to 1,700 automobiles.

In 2018, we handled 48,568 automobile exports for Volkswagen, Chrysler and Nissan to South America and Asia, reflecting an increase of 32.0% from 2017, when we handled 36,835 automobiles at our terminal.

Acapulco is one of the main tourist ports in Mexico. During 2018, we received 25 cruise ship calls in Acapulco, representing a decrease of 16.67% from 2017, when we received 30 cruise ship calls.

Tuxpan

We own approximately 1,830 acres of land in the port of Tuxpan through our wholly owned subsidiaries Prestadora de Servicios MTR, S.A. de C.V. and Optimus Services and Solutions, S. de R.L. de C.V., giving us access to a contiguous public berth where containers and general cargo can be unloaded and delivered to our terminals. While we currently handle only a small volume of cargo at the port, during 2018 our stevedoring service began handling gravel for the construction of a gas pipeline and we are in the process of developing a liquid oils terminal, a citrus juice export terminal and an automobile terminal at the site. In addition, we offer container-warehousing services at this port. In 2014, we agreed to sell our container terminal project in Tuxpan. Our remaining Tuxpan port facilities are operated through Prestadora de Servicios MTR, S.A. de C.V.

In August 2016 we announced a new venture with TransCanada and Sierra Oil & Gas to jointly develop a mid-stream infrastructure in Tuxpan as well as an inland distribution center to serve the growing demand for refined products such as gasoline, diesel and jet fuel in the central region of Mexico.  The site includes a liquid oils terminal being developed by Optimus Services and Solutions, S. de R.L. de C.V., which had been jointly owned 50% by the Company and 50% by Sierra Oil & Gas. In February 2019, we purchased the 50% interest held by Sierra Oil & Gas for US$2.6 million.  With this purchase, we acquired full ownership and control of the project and Optimus Services and Solutions, S. de R.L. de C.V. became a wholly owned subsidiary of the Company. Once completed, the liquid oils terminal should allow us to supply up to 80,000 barrels per day of refined products.

Tampico

In July 2010, we were granted a two-year permit to conduct vessel loading and unloading operations in the public berths at the port of Tampico.  In September 2012, the permit was extended for four years with the option to extend upon request, was renewed for additional one-year period in October 2016 and October 2017, and was renewed and extended for an additional three-year period in October 2018.  Our operations in Tampico involve the loading and unloading of general cargo, such as steel and wood.

Shipping Agencies

We operate shipping agencies at ports throughout Mexico, including the ports of Acapulco, Veracruz, Coatzacoalcos, Ciudad del Carmen, Dos Bocas, Tuxpan, Cozumel, Costa Maya, Progreso and Zihuatanejo. Our shipping agencies provide services to vessel owners and operators in Mexican ports, including (i) port agent services, including the preparation of the required documentation with the relevant port authorities for the dispatch of vessels; (ii) protective agent services, which support the rotation of crew members and the supply of spare parts; (iii) cargo and multimodal supervision; (iv) ship chandler services, which include the procurement of food, water and supplies and (v) bunkering services, which include the coordination of fuel delivery services. Our shipping agencies also provide shipping agency services at other major ports through agreements with local agents.

Grupo TMM, S.A.B. and Subsidiaries

Logistics Operations

Through TMM Logistics, S.A. de C.V. (“TMM Logistics”), a wholly owned subsidiary of Grupo TMM, we provide dedicated logistics services to major manufacturers, including automobile manufacturers, and retailers with facilities and operations throughout Mexico. The services that we provide include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle) analysis; logistics information process design; supply chain and logistics management; product handling and repackaging; local pre-assembly; and maintenance and repair of containers in principal Mexican ports and cities. Due to the scope of our operations, together with the extent of our experience and resources, we believe that we are uniquely positioned to coordinate the entire supply chain for our customers. This segment accounted for 18.8%,  9.3% and 7.2% of consolidated revenues in 2018, 2017 and 2016, respectively.

Automotive Services

We provide specialized logistics support for the automotive industry within Mexico. Services include the arrangement and coordination of the movement of motor vehicle parts or sub-assemblies from supplier facilities to assembly plants, warehousing, inspection and yard management. Our logistics services can be provided as end-to-end integrated logistics programs (bundled) or discrete services (unbundled) depending on customer needs.

Container Repair and Maintenance

We offer maintenance and repair services for dry and refrigerated containers in Manzanillo, Veracruz, Altamira, Ensenada, Aguascalientes, and Mexico City (Pantaco). These services involve keeping refrigerated components and other parts of a container in useable condition, including mechanical repair, welding and repainting of such containers.

Warehousing Operations

We offer warehousing and bonded warehousing facility management services through our subsidiary, ADEMSA. ADEMSA currently operates over 240,000 square meters of warehousing space throughout Mexico, including 64,939 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit.

Grupo TMM’s Strategic Partners

We are currently a partner in the following strategic arrangement:

Business
Partner
Ports (Acapulco)
SSA Mexico, Inc.

Sales and Marketing

Much of the success of our business depends on our marketing network. Our marketing network includes affiliated offices, agencies at Mexican ports and a sales force based throughout Mexico to sell our logistics, warehousing, ports and specialized maritime services. Our marketing and sales efforts are designed to grow and expand our current customer base by initiating long-term contracts. We have devised, implemented and will continue to implement several customer service initiatives in connection with our marketing efforts, which include the designation of customer sales territories and assignment of customer service teams to particular customers.

Since we commenced operations, we have been actively seeking to obtain new customer contracts with the expectation of entering into long-term contracts with such new clients or with existing customers. Although written customer contracts are not customary in Mexico, we have succeeded in negotiating written contracts with a number of our major customers.

Systems and Technology

We continually enhance our technology and information systems to support our operations. Our systems are updated regularly to increase operating efficiencies, improve customer satisfaction and maintain regulatory compliance. We have deployed devices and software to increase accuracy and security in our information systems in order to ensure the continuity of our business operations.

Grupo TMM, S.A.B. and Subsidiaries

TMM Integral Solutions is our state-of–the-art corporate platform with SAP working as our Enterprise Central Component, allowing us to have an accurate administrative and financial control, effective risk management and access to decision-ready information, while providing real-time information.

TMM Integral Solutions is comprised of specialized software customized for each of our business segments such as Warehouse and Yard Management (EWC), Transport Management (TM), Customer Relationship Management (CRM), Governance, Risk and Compliance (GRC), and Business Intelligence (BI) for data analytics.

Competition

Maritime Operations

The Company’s primary competitors in the offshore vessel business are Tidewater de Mexico, S. de R. L. de C.V., Naviera Bourbon Tamaulipas, S.A. de C.V., Mantenimiento Express Marítimo, S.R.L., Naviera Integral, S.A. de C.V., Marinsa S.A. de C.V. and Blue Marine Technology Group, and Hornbeck Offshore Services de Mexico S de RL de CV.

The Company’s primary competitor in the parcel tanker business is Stolt-Nielsen Transportation Group Ltd. Some other competitors in this business include Team Tankers, Ace Tankers, Eitzen and Caribbean Tankers, Inc. and Nordic Tankers.

In 2015, our tugboat business did not have a direct competitor within the port of Manzanillo. However, other important tugboat operations in Mexico are provided by Saam Remolques, S.A., Cia. Marítima del Pacífico, S.A. de C.V., Cia Marítima Mexicana, S.A. de C.V., Svitzer and Intertug. In June 2016, however, Cia Marítima Mexicana, S.A. de C.V. was awarded the right to be the second supplier of towing service at the port of Manzanillo following the conclusion of a bidding process conducted by harbor administrator “Administración Portuaria Integral de Manzanillo, S.A. de C.V”. (“API”). As a result, Compañía Marítima Mexicana, S.A. de C.V. has been a competitor of our tugboat business in the port of Manzanillo since April 2017.

The Company’s primary competitors in the product tanker business are Scorpio Tankers, Maersk Tankers, and PEMEX Refinación.

The primary competitors of our shipyard business are Talleres Navales del Golfo, Astilleros Mexicanos JP, Astilleros de Marina, Tampico,Astilleros de Marina Coatzacoalcos, and Reparaciones Navales Zavala S.A. C.V.

The Company believes the most important competitive factors concerning the Maritime Operations segment are pricing, the flying of the Mexican flag and the availability of equipment to fit customer requirements, including the ability to provide and maintain logistical support given the complexity of a project and the cost of transferring equipment from one market to another. The Company believes it can capitalize on opportunities as they develop for purchasing, mobilizing, or upgrading vessels to meet changing market conditions.

Ports and Terminals Operations

The Company’s key competitors in its ports business are Hutchinson Ports, SSA Mexico, Grupo CICE and Amports.

In its shipping agencies business, the Company’s primary competitors are Representaciones Marítimas, Meritus and Aconsur.

The Company believes the most important competitive factors concerning the Ports and Terminals Operations segment are customer service, experience and operating capabilities.

Grupo TMM, S.A.B. and Subsidiaries

Logistics Operations

In the logistics business, the Company faces competition primarily from Car Logistics S.A. de C.V., Axis Logistics S.A. de C.V., Wallenius, SEGLO, Ceva Logistics, Syncreon, Keuhne-Nagel, SeSe, Amport, DHL, CSI, SSA, CPV and CSI.

In its maintenance and repair business, the Company faces competition primarily from Container Care International Inc., Reparación Internacional de Contenedores, S.A. de C.V. and Maersk Sealand Inc.

The Company believes the most important competitive factors in the Logistics Operations segment are price, customer service, brand name, experience, operating capabilities and state-of-the-art information technology.

Warehousing Operations

Our warehousing business’ main competitors are Almacenadora Mercader, Almacenadora Sur, ACCEL, Almacenadora Banorte, and Afirme Almacenadora.

The Company believes the most important competitive factors in the Warehousing Operations segment are value-added services, competitive rates, nationwide coverage, customer service, brand name, experience, operating capabilities and state-of-the-art information technology.

Regulatory Framework

Certain countries have laws which restrict the carriage of cargos depending upon the nationality of a vessel or its crew or the origin or destination of the vessel, as well as other considerations relating to particular national interests. In accordance with Mexico’s Navigation Law ( Ley de Navegación y Comercio Marítimos ), cabotage (intra-Mexican movement) is reserved for ships flying the Mexican flag. We believe we are currently in material compliance with all restrictions imposed by the jurisdictions in which we operate. However, we cannot predict the cost of compliance if our business is expanded into other jurisdictions which have enacted similar regulations.

We are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of materials into the environment. See “— Environmental Regulation” and “— Insurance.”

Our port operations are subject to the Ley de Puertos. Port operations require a concession title granted by the Mexican government to special companies incorporated under the Ley de Puertos , which companies may partially assign their concession title to third parties for the use and exploitation of assets owned by the Mexican government in the different port facilities (subject to the Ley de Puertos and the terms and conditions of the concession title). Various port services require a special permit granted by the Ministry of Communications and Transportation of Mexico. Concession titles may be revoked under certain circumstances in accordance with applicable law and the terms of the concession title. Partial assignments of concession titles may be rescinded under certain circumstances established in the corresponding assignment agreements. Foreign investment in special companies incorporated under the Ley de Puertos (such as API Acapulco) may not exceed 49%, except through vehicles or securities deemed by applicable Mexican law as “neutral investments.”

Mexican Navigation Law

The Mexican Navigation Law ( Ley de Navegación y Comercio Marítimos ) was enacted in 2006, with its most recent amendments effective as of January 23, 2014.  This law: (i) strengthens the reservation of cabotage services for Mexican individuals dedicated to shipping or Mexican shipping companies; (ii) establishes mechanisms and procedures for the resolution of maritime controversies or disputes and (iii) in general terms, is protective of the Mexican shipping industry. Nevertheless, there can be no assurance that the percentage of Mexican-flagged vessels operating in Mexico will continue to increase in the future.

The law gives precedence to international treaties ratified by Mexico to foster uniformity in the type of regime applicable to specific circumstances such as the Hague Visby Rules, CLC/FUND Conventions, 1976 Limitation Convention, Salvage Convention, COLREGS, and MARPOL. (All vessels navigating Mexican waters must enter into protection and indemnity insurance agreements.)

Grupo TMM, S.A.B. and Subsidiaries

Listed below are some of the salient points of the legislation:


◾
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.

The law establishes time limits for commencement of proceedings with respect to 7 specific types of contracts as follows:


◾
bareboat charter;


◾
time charter;


◾
voyage charter;


◾
carriage of goods;


◾
passengers;


◾
salvage; and


◾
towage.

Grupo TMM, S.A.B. and Subsidiaries

Regulations of the Mexican Navigation Law

On March 4, 2015, the Regulations of the Mexican Navigation Law (“ Reglamento de la Ley de Navegación y Comercio Marítimos” ) were published in Mexico’s Official Gazette and became effective 30 days thereafter. These regulations, which are intended to enhance legal certainty and promote trade, represent a significant event in the merchant maritime sector. In particular, the new regulations reduce administrative complexity by consolidating several existing laws or regulations into a single set of regulations.

The regulations develop various substantive aspects of the Mexican Navigation Law, including:


◾
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.

Following the adoption of the new regulations, several topics covered by the Mexican Navigation Law are addressed in a single document, including merchant marine education, maritime insurance, vessel inspection, maritime public registry, flag and registration of vessels and naval crafts, and marine prevention.

Mexican Energy Reforms

On December 12, 2013, the Mexican government passed legislation amending articles 25, 27 and 28 of the Mexican Constitution ( Constitución Política de los Estados Unidos Mexicanos ) and providing 21 transitional articles to establish the legal framework for reforming the Mexican energy sector. The reforms aim to modernize the Mexican energy sector and increase private investment by, inter alia :


◾
providing for PEMEX and CFE to become state-owned, for-profit companies ( empresas productivas del estado );


◾
establishing a contractual regime to allow the Ministry of Energy ( Secretaría de Energía or SENER), with the technical assistance of the new National Hydrocarbons Commission ( Comisión Nacional de Hidrocarburos or CNH), to award to PEMEX and private entities the right to participate in upstream oil and gas operations through the use of service contracts, profit-sharing agreements, production sharing agreements and license agreements, with the Ministry of Energy authorized to determine the best contractual form in each case so as to maximize revenue to the Mexican government;


◾
allowing private entities that have entered into a contract with PEMEX or the Mexican government to report, for accounting and financial purposes, the awarding of the contract, the related oil and gas reserves and the contract’s forecasted benefits, provided the private entities affirm that all oil and gas within the subsoil remains the property of Mexico;


◾
requiring PEMEX to participate in a “round zero” and submit to SENER for consideration a list of the areas where it intends to continue conducting exploration or production operations pursuant to the new contractual regime, establish that it has the technical, financial and execution capabilities needed to explore for and develop the oil and gas from those areas in an efficient and competitive manner, and provide a work program and budget for those areas;


◾
allowing PEMEX to transfer its rights to explore for and develop oil and gas resources to private entities upon application to SENER;

Grupo TMM, S.A.B. and Subsidiaries


◾
allowing the Energy Regulatory Comission ( Comisión Reguladora de Energia ) to grant permits for the storage, transport and distribution of oil and gas through pipelines as well as for the generation and commercialization of electricity;


◾
creating the Mexican Petroleum Fund for Stabilization and Development ( Fondo Mexicano del Petróleo para la Estabilización y el Desarollo ) to act as a government trust fund for the collection and administration of income received by the Mexican government from contracts with PEMEX and private entities;  and


◾
creating the National Agency of Industrial Security and Environmental Protection of the Hydrocarbon Sector ( Agencia Nacional de Seguridad Industrial y de Proteccion al Medio Ambiente del Sector de Hidrocarburos ) to regulate and supervise matters concerning operational security and environmental protection in the oil and gas industry.

In August 2014, SENER and CNH announced the results of PEMEX’s “round zero” lease allocation, awarding PEMEX approximately 83% of Mexico’s proven and probable (2P) reserves and 21% of its prospective resources. “Round one”, which consisted of four phases that took place in July, September, and December 2015 and December 2016, respectively, awarded to various international oil and gas companies the right to conduct oil and gas operations in shallow water exploration and production areas, onshore production areas and deepwater exploration areas. “Round two”, which began in June 2017, is divided into four tenders, the first of which involved the award of production sharing contracts, while the following three rounds involved the award of license contracts. “Round three” began in September 2017 and consisted of three tenders, the first of which involved the award of production sharing contracts, with the following two rounds featuring license contracts. Additionally, there are the so-called “farmouts” in which PEMEX will conduct oil and gas operations jointly with a third party, either to increase production, share risks, obtain geological information or access new technology. Farmouts are to be divided into four tenders, the first of which resulted in the signing of a license contract in March 2017. The bidding process for the remaining farmout tenders began in 2017 and has resulted in two license contracts signed in March 2018.

We continue to analyze the scope and implications of the recent Mexican Energy Reforms on our business. We cannot predict the full impact that the reforms will have on our business, financial condition and results of operations once they are fully implemented. Our initial assessment is that the reforms have the potential to significantly increase Mexican oil and gas production in the coming years. Although there is no guarantee that these reforms will produce such an effect, we believe that an increase in Mexican oil and gas production would likely have a positive impact on our business, financial condition and results of operations.

Mexican Tax Reforms

On December 11, 2013, the Mexican government published in the Official Gazette various federal tax reforms that entered into effect on January 1, 2014. Key aspects of the reforms include:


◾
Elimination of the corporate flat tax (IETU) and the tax on cash deposits (IDE);


◾
Elimination of the existing fiscal tax consolidation regime. A transition scheme was established for taxpayers that previously operated under this regime and three alternatives have been established to calculate the deferred taxes for these taxpayers until December 31, 2013, which will be paid through partial payments made over the following five years;


◾
Establishment of a new optional tax integration regime for groups of companies that meet certain conditions similar to those used under the former fiscal consolidation regime. The new optional tax integration regime requires an equity ownership of at least 80% for qualifying subsidiaries and would allow groups of companies to defer the annual tax payment for these subsidiaries for up to 3 years. Under this regime, Grupo TMM would not be permitted to incorporate tax losses from previous years generated by our subsidiaries, but would be permitted to incorporate tax losses generated as of January 1, 2014;

Grupo TMM, S.A.B. and Subsidiaries


◾
Introduction of a new 10% withholding tax on dividends and/or earnings generated in 2014 and later years that are distributed to individuals residing in Mexico and, in general, persons residing in a foreign jurisdiction;


◾
Elimination of the exemption on gains from the sale of shares traded on the Mexican Stock Exchange or through a stock exchange recognized under applicable Mexican tax law. The gain will be taxable at the rate of 10% and will be withheld by the financial intermediary. Transferors that are residents of a country with which Mexico has entered into a tax treaty for the avoidance of double taxation may be exempt. See “Item 10. Additional Information—United States Federal Income and Mexican Federal Taxation —Certain Mexican Federal Tax Consequences.”


◾
Cancellation of scheduled decreases to the corporate income tax rate from its current 30% in 2013, 2014 and 2015;


◾
Payments to resident or non-resident related parties are nondeductible when these are also deducted by the related party, except when the related party also regards the income as taxable in the same tax year or in the following year.  Generally, payments made to non-residents located in a low tax jurisdiction will not be deductible unless they are carried out on an arm’s-length basis; and


◾
Tax deductions on exempt payments to employees are limited to 47% of the exempt payments, subject to a potential increase to 53% where the exempt payments are not lower than the payments made to employees in the immediately preceding fiscal year.

On February 13, 2014, we filed an indirect writ of relief ( amparo ) challenging the constitutionality of various provisions of the tax reforms related to the elimination of the existing fiscal consolidation regime. On February 16, 2016, the court issued a ruling rejecting our constitutional challenge. We appealed this ruling on March 17, 2016 and on September 13, 2017, the court rejected our appeal.  On April 10, 2018, the Mexican Supreme Court issued its judgment affirming the denial of our appeal, definitively resolving the matter.

During the 2018 fiscal year, the Mexican government, through the Ministry of Finance and Public Credit ( Secretaría de Hacienda y Crédito Público ), announced certain new federal tax provisions. These include provisions allowing taxpayers to offset accrued amounts only against contributions those taxpayers must pay on their own liabilities, provided both derive from the same federal tax, including ancillary charges. This change eliminates the ability of taxpayers to offset accrued amounts against withholdings by third parties or against taxes other than the one to be offset. These changes, which were published in the Official Gazette on December 28, 2018, entered into force on January 1, 2019.

We cannot predict the full impact that the changes described above will have on our business, financial condition and results of operations upon implementation, including the effect on our business of higher payroll costs and higher other costs due to additional compliance measures.  Our initial assessments indicate that the changes will increase our income tax base in the coming years, primarily as a result of the new limitations on tax deductions. In addition, we cannot predict the indirect impact that this legislation could have on our customers and shareholders. It is possible that our shareholders may be required to pay more taxes than they would have paid prior to the implementation of the tax reforms.

Environmental Regulation

Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment, as well as technical environmental requirements issued by the SEMARNAT. Under the General Law of Ecologic Equilibrium and Protection of the Environment ( Ley General de Equilibrio Ecológico y Protección al Ambiente ) and the General Law for Integral Prevention and Handling of Residues ( Ley General de Prevención y Gestión Integral del Residuos ), the SEMARNAT and other authorized ministries have promulgated standards, for, among other things, water discharge, water supply, emissions, noise pollution, hazardous substances, transportation and solid waste generation. The terms of the port concessions also impose on us certain environmental law compliance obligations. See “— Insurance.”

Grupo TMM, S.A.B. and Subsidiaries

Under OPA, responsible parties, including owners and operators of ships, are subject to various requirements and could be exposed to substantial liability, and in some cases, unlimited liability for removal costs and damages, including natural resource damages and a variety of other public and private damages, resulting from the discharge of oil, petroleum or related substances into United States waters by their vessels. In some jurisdictions, claims for removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability, creates the potential for similar claims being brought under state law. In addition, several international conventions that impose similar liability for the discharge of pollutants have been adopted by other countries. If a spill were to occur in the course of the operation of one of our vessels carrying petroleum products, and such spill affected the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or unlimited liability.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States, including discharges incidental to the normal operation of commercial vessels, such as ballast water. The Clean Water Act and comparable state laws, provide for civil, criminal and administrative penalties for unauthorized discharges of wastes or pollutants, including harmful organisms that can travel in ballast water. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive relief.

In addition, our seagoing transport of petroleum and petroleum products subjects us to additional regulations and exposes us to liability specific to this activity. Laws and international conventions adopted by several countries in the wake of the “Exxon Valdez” accident, most notably OPA (discussed above), could result in substantial or even unlimited liability for us in the event of a spill. Moreover, these laws subject tanker owners to additional regulatory and insurance requirements. We believe that we are in compliance with all material requirements of these regulations.

We could have liability with respect to contamination at our former U.S. facilities or third-party facilities in the United States where we have sent hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) and comparable state laws (known as state Superfund laws). CERCLA and the state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to releases into the environment of certain substances. These persons, commonly called “potentially responsible parties” or “PRPs” include the current and certain prior owners or operators of a facility and persons that arranged for the disposal or treatment of certain substances at a facility where a release has or could occur. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions or toxic tort litigation against PRPs under CERCLA, state Superfund laws or state common law.

Noncompliance with applicable environmental laws and regulations may result in the imposition of considerable administrative or civil fines, temporary or permanent shutdown of operations or other injunctive relief, or criminal prosecution. We currently believe that all of our facilities and operations are in substantial compliance with applicable environmental regulations. There are currently no material legal or administrative proceedings pending against us with respect to any environmental matters, and we do not believe that continued compliance with environmental laws will have a material adverse effect on our financial condition or results of operations.

We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on the operations of companies that are engaged in the type of business in which we are engaged, or specifically, on our results of operations, cash flows, capital expenditure requirements or financial condition.

Grupo TMM, S.A.B. and Subsidiaries

Insurance

Our business is affected by a number of risks, including mechanical failure of vessels and other transportation equipment, collisions, property loss of vessels and other transportation equipment, piracy, cargo loss or damage, as well as business interruption due to political circumstances in Mexico and in foreign countries, hostilities and labor strikes. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade.

We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets, including, but not limited to, harbor and seagoing vessels, port facilities, port equipment, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss. Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We believe that our current insurance coverage is adequate to protect against the accident-related risks involved in the conduct of our business and that we maintain a level of coverage that is consistent with industry practice. However, we cannot assure you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future. OPA 90, by imposing potentially unlimited liability upon owners, operators and bareboat charters for certain oil pollution accidents in the United States, made liability insurance more expensive for ship-owners and operators.

Organizational Structure

We hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2019, include:


Name
Country of
Incorporation

Ownership
Interest


Voting
Interest
Administración Portuaria Integral de Acapulco S.A. de C.V. (Ports)*
Mexico
51
%
51
%
Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)
Mexico
100
%
100
%
TMM Logistics, S.A. de C.V.(Logistics)
Mexico
100
%
100
%
Transportación Marítima Mexicana, S.A. de C.V. (Product and parcel tankers, offshore vessels, harbor tugboat operations, and shipping agencies)
Mexico
100
%
100
%
Prestadora de Servicios MTR, S.A. de C.V. (Ports)
Mexico
100
%
100
%
Operadora Portuaria de Tuxpan, S.A. de C.V. (Ports)
Mexico
100
%
100
%
Optimus Services and Solutions, S. de R.L. de C.V. (Ports)
Mexico
100
%
100
%
TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)
Mexico
100
%
100
%
Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)
Mexico
100
%
100
%
Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)
Mexico
100
%
100
%

(*)
Less than wholly owned by the Company.

Property, Vessels and Equipment

Our principal executive offices are located in Mexico City, and are currently under lease from May 2006 through April 2029. Our business activities in the logistics and transportation fields are conducted with both leased and owned equipment, and, in certain instances, through concessions granted to us by the Mexican government. We were granted the right to operate certain facilities, including certain warehouses, cruise ship terminals and ports, as part of franchises awarded through the Mexican government’s privatization activity. We operate facilities, either through leases or with direct ownership interests, in Acapulco, Aguascalientes, Altamira, Cancun, Ciudad del Carmen, Ciudad Juarez, Ciudad de Mexico, Celaya, Coatzacoalcos, Dos Bocas, Ensenada, Guadalajara, Veracruz, Manzanillo, Monterrey, Nuevo Laredo, Puebla, Reynosa, Tapachula, Tampico, Toluca and Tuxpan. See Item 4. “Information on the Company — Business Overview,” and Notes 9 and 10 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

Grupo TMM, S.A.B. and Subsidiaries

Concession Rights and Related Assets as summarized below:

Years Ended December 31,

2018
2017
Estimated
Amortization
Life
(Years)
(in thousands of Pesos)
API Acapulco
$
94,607
$
94,607
9
Tugboats in the port of Manzanillo
30,266
30,266
*
124,873
124,873
Accumulated amortization
(115,412
)
(111,629
)
Concession rights and related assets – net
$
9,461
$
13,244

(*)
Fully amortized.

Property, Vessels and Equipment are summarized below:

Years Ended December 31,
2018
2017
Estimated Total
Useful Lives
(Years)
(in thousands of Pesos)
Vessels
$
782,673
$
1,118,250
25
Shipyard
275
318
40
Drydocks (major vessel repairs)
41,611
12,608
2.5
Buildings and installations
238,901
242,204
20 and 25
Warehousing equipment
255
647
10
Computer equipment
581
556
3 and 4
Terminal equipment
7,390
6,885
10
Ground transportation equipment
5,366
3,751
4, 5 and 10
Other equipment
7,079
7,641
$
1,084,131
$
1,392,860
Land
1,146,252
1,184,427
Construction in progress
83,054
46,248
Total Property, Vessels and Equipment—net
$
2,313,437
$
2,623,535

On March 31, 2014, the Company, through its subsidiary IDN, entered into a “sale and leaseback” arrangement with UNIFIN Financiera, S.A.P.I. de C. V., SOFOM E.N.R. (“UNIFIN”) whereby IDN sold to UNIFIN the floating dry-dock “ARD-10”, the floating dry-dock “ABDF 2”, and the towing vessel “Catherine M” for an amount of approximately $55.6 million. At the same time, IDN and UNIFIN entered into a four-year operating leasing arrangement for the three assets in order to maintain their ability to operate and generate income.  In 2018, the Company repurchased  the floating dry-dock “ARD-10” and the towing vessel “Catherine M” from UNIFIN and extended the lease of the floating dry-dock “ABDF 2”.  The leasing arrangement for that vessel will last two years with an option to extend. Under the arrangement, IDN is the lessee and UNIFIN is the lessor.

On May 14, 2014, the Company, through its subsidiary TMM, entered into a “sale and leaseback” arrangement with UNIFIN, whereby TMM sold to UNIFIN the vessels “Isla Passavera” and “Margot Marianne” for approximately $22.7 million.  At the same time, TMM and UNIFIN entered into a four-year operating leasing arrangement for the two vessels in order to maintain their ability to operate and generate income.  In 2018 TMM redelivered both vessels to UNIFIN, ending the leasing arrangement.

Since January 1, 2014, the Company has applied the revaluation model for its vessels in accordance with IAS 16 “Property, Plant and Equipment”. The revalued amounts for the majority of these vessels are determined at market values calculated by professional appraisers, with the values of certain other vessels determined using other valuation techniques. As a result, in December 2018, the Company recognized a loss on revaluation of vessels of $161.4 million, while in December 2017 it recognized a net revaluation surplus of vessels of $941.9 million. Additionally, in December 2016, the Company recognized a net revaluation surplus of fixed assets of $217.0 million as follows: $160.8 million from land and $56.2 million from buildings and construction. See Notes 3.7 and 25 of the Audited Consolidated Financial Statements contained elsewhere herein.

Grupo TMM, S.A.B. and Subsidiaries

As of December 31, 2018, four vessels have been pledged to secure our obligations under a financing arrangement with ACT Maritime, LLC, B.V. Scheepswerf Damen Gorinchem and the capital lease with FTAI Subsea 88. In addition, two properties have been pledged to secure our obligations under our lines of credit from Banco Autofin.

ITEM 4A.
UNRESOLVED STAFF COMMENTS

None.

ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Executive Overview

We generate our revenues and cash flows by providing our customers with value-added multimodal transportation and logistics services, such as warehousing, storage management, ports and terminals operations, cargo handling and logistics support. Our commercial and strategic alliances allow us to market a full range of services in the context of a total supply chain distribution process. Through such alliances, we have been able to benefit not only from synergies, but also from the operational expertise of our alliance partners, enhancing our own competitiveness.

Our operating results are generally affected by a variety of factors, including macroeconomic conditions, fluctuations in exchange rates, operating performance of our business units, changes in applicable regulations and fluctuations in oil prices. The effect of changes in these factors impacts our revenues and operating results.

Over the last few years, we have made and continue to make significant changes to our business, including:


◾
Corporate restructuring to improve our debt profile . In December 2017, we restructured our Maritime Operations to decrease our consolidated debt and improve our debt profile by transferring 85% of the shares of our wholly owned subsidiary, TMM DM, an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMM DM under our Trust Certificates Program.  As a result of the transfer, we no longer exercise control over TMM DM and our financial statements no longer include TMM DM’s assets, liabilities, and income (loss). This should allow us to reduce our comprehensive financing cost by approximately 90%, improving our debt to capital ratio and providing us with greater free cash flow.  Going forward, we will continue to operate TMM DM’s vessel fleet pursuant to a maritime services contract under which we will be paid a service fee based on the revenues generated by the vessels and their operating costs. The contract does not include a non-compete restriction, allowing us to continue our efforts to expand our existing fleet and develop new maritime business. See Item 4. “Information on the Company — Recent Developments – Spin-off of TMM DM.”


◾
Expanding our Maritime Operations : We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable segment. We remain focused on expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities as well as to strengthen our tugboat business following the entry of a new competitor at Manzanillo. In addition, we have continued our efforts to diversify our customer base in the product tankers and offshore vessels segments, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information on the Company — Business Strategy – Expansion of our Maritime Operations.”


◾
Developing our shipyard operations in the port of Tampico : We continue to develop our shipyard operations in the port of Tampico, where we provide ship repair and drydock services to more than 30 vessels per year, of which approximately 42% have been vessels we operate, which has reduced our vessel maintenance and repair costs. In the long term, we expect to have the capacity to be able to build vessels at the shipyard, enabling us to compete to satisfy the expected demands of PEMEX and future customers for new offshore vessels. See Item 4. “Information on the Company — Business Strategy – Expansion of our Maritime Operations.”

Grupo TMM, S.A.B. and Subsidiaries


◾
Commencement of bulk carrier service : In August 2017, we started to transport unpackaged commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels. See Item 4. “Information on the Company — Recent Developments – Commencement of Bulk Carrier Service.”


◾
Expansion of our stevedoring services at Tuxpan : In June 2018, our stevedoring service began handling gravel at the port of Tuxpan for use in connection with the construction of a gas pipeline.


◾
Developing a liquid oils terminal at the port of Tuxpan : We continue developing storage and transportation infrastructure to serve the growing demand for refined products, including through our acquisition of 100% of the shares of Optimus Services and Solutions S de RL de C.V., which is developing a liquid oils terminal at the port of Tuxpan,. The Mexican Energy Reforms include refined products liberalization, which should result in new mid-stream infrastructure to meet the demand for gasoline and diesel imports. The liquid oils terminal should help us capitalize on current and future demand for gasoline and diesel imports, which currently account for more than 55% of domestic consumption. See Item 4. “Information on the Company — Business Strategy – Expansion of our Ports and Terminals Operations.”


◾
Developing other terminals : We continue to own approximately 720 hectares in Tuxpan through our wholly owned subsidiary, Prestadora de Servicios MTR, S.A. de C.V., on which we are developing a citrus juice export terminal and an automobile terminal.


◾
Reducing our corporate overhead : Over the last few years, we have significantly reduced our operating costs by reducing our corporate executive headcount through the elimination of redundant functions and the transfer of certain employees to other business areas within the Company. For 2019, we aim to optimize the size of our corporate staff as necessary to implement our business strategy.


◾
Introducing cost-saving technology : We continue to enhance our technology and information systems through TMM Integral Solutions, and are in the process of adapting our systems and platforms to incorporate new innovations, improve services and strengthen our level of control and information security. See Item 4. “Information on the Company — Systems and Technology.”


◾
Sale of certain subsidiaries : We have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating costs. During 2015, we sold various non-strategic subsidiaries, including Desarrollo Comercial Polo S.A.P.I. de C.V., Proserpec Servicios Administrativos S.A.P.I. de C.V., RRLC S.A.P.I. de C.V., Munray Services, S.A.P.I. de C.V., Nicte Inmobiliaria S.A.P.I. de C.V., Promotora Satuiza, S.A.P.I. de C.V. and Grupo Chant S.A.P.I. de C.V. to unrelated third parties for a total gain on sale of $185.3 million. During 2016 we did not sell any subsidiaries. During 2017, we sold various non-strategic subsidiaries, including Dibacar Servicios, S.A.P.I. de C.V., Darcot Services, S.A. de C.V., Logística Asociada a su Negocio, S.A. de C.V., STK Logistics, S.A. de C.V., Logística en Administración y Construcciones EDAC, S.A. de C.V. to unrelated third parties for a total loss on sale of $273.0 million. During 2018, we sold 100% of the shares of the subsidiaries Impact Engine, S.A. de C.V., Talocaan Services, S.A. de C.V., and Ditermax Corporate, S.A. de C.V. to an unrelated third party.


◾
Acquisition of TTM and termination of Convertible Debenture program : On September 14, 2016, in connection with the corporate restructuring approved by the Company’s shareholders, the Company acquired 100% of the stock of TTM. The terms of the stock purchase agreement provided for the Company’s subsequent acquisition by, and merger into, TTM as approved at the August 31, 2016 Extraordinary Shareholders’ Meeting, subject to the condition precedent that the merger be declared effective by no later than April 14, 2017.  Because that merger did not take effect, under the terms of the stock purchase agreement TTM became a wholly owned subsidiary of the Company effective September 14, 2016. Subsequently, on December 4, 2017, the Company and the holders agreed to terminate the Convertible Debenture program implemented in connection with the restructuring.  Termination of the Convertible Debenture program extinguished any further liability of the Company in respect of the Convertible Debentures, and did not result in any gain or loss to the Company.  See Item 4. “Information on the Company — Recent Developments — Corporate Restructuring, Issuance and Cancellation of Convertible Debentures” and “Information on the Company — Recent Developments — Acquisition  of TTM.”

Grupo TMM, S.A.B. and Subsidiaries

Operating Results

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our Financial Statements and the notes thereto appearing elsewhere in this Annual Report. Our Financial Statements have been prepared in accordance with IFRS, which differ in certain respects from U.S. GAAP.

General

Set forth below is a summary of the results of operations:

Year Ended December 31,
2018
2017
2016
(in millions of Pesos)
Consolidated Transportation Revenues
Maritime Operations
$
909.5
$
1,951.3
$
2,167.6
Ports and Terminals Operations
166.0
134.2
116.7
Logistics Operations
286.6
229.5
190.9
Warehousing Operations
161.0
149.9
126.1
Other business
46.2
Total
$
1,523.1
$
2,464.9
$
2,647.5
Income (Loss) on Transportation (1)
Maritime Operations
$
122.5
$
24.0
$
247.6
Ports and Terminals Operations
49.3
10.3
6.1
Logistics Operations
35.5
34.0
30.6
Warehousing Operations
(5.7
)
(31.6
)
(44.6
)
Shared corporate costs
(206.0
)
(214.6
)
(201.8
)
Total
$
(4.4
)
$
(177.9
)
$
37.9

(1)
Income on Transportation includes loss on revaluation of vessels in 2017 and 2016 for $39.3 million and $16.2 million, respectively.

Fiscal Year ended December 31, 2018 Compared to Fiscal Year ended December 31, 2017

Revenues from operations for the year ended December 31, 2018 were $1,523.1 million compared to $2,464.9 million for the year ended December 31, 2017.


Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,

2018
% of Net
Revenues
2017
% of Net
Revenues
Y2018 vs.
Y2017
% Change
Maritime Operations
$
909.5
59.7
%
$
1,951.3
79.2
%
(53.4
)%
Ports and Terminals Operations
166.0
10.9
%
134.2
5.4
%
23.7
%
Logistics Operations
286.6
18.8
%
229.5
9.3
%
24.9
%
Warehousing Operations
161.0
10.6
%
149.9
6.1
%
7.4
%
Total
$
1,523.1
100.0
%
$
2,464.9
100.0
%
(38.2
)%


Maritime Operations

Maritime Operations’ revenues decreased 53.4% to $909.5 million in 2018 compared to $1,951.3 million in 2017 and represented 59.7% of our total net income. The significant decrease in revenues was driven by the restructuring of operations following the transfer of 85% of the shares of TMM DM to the holders of certificates issued under our Trust Certificates Program.  Because we ceased to exercise control over TMM DM as of the date of the transfer, TMM DM’s income is not included in our operating results. The significant reduction in revenues attributable to the deconsolidation of TMM DM was partially offset by an increase in revenues resulting from better rates in our shipyard business, an increase in customers of our bulk carrier business and cost and time optimization in our parcel tankers business attributable to a new vessel hire.

Grupo TMM, S.A.B. and Subsidiaries

Ports and Terminals Operations

Ports and Terminals Operations’ revenues increased 23.7% to $166.0 million for the year ended December 31, 2018 compared to $134.2 million for the year ended December 31, 2017, and accounted for 10.9% of total net revenues. This increase is mainly due to the commencement of gravel handling by our stevedoring services at the port of Tuxpan and a 32% increase in automotive exports at the port of Acapulco.

Logistics Operations

Logistics Operations’ revenues increased 24.9% to $286.6 million in 2018 compared to $229.5 million in 2017 and accounted for 18.8% of total net revenues. This increase was mainly due to an expansion of services and improved rates in our container maintenance and repair operations.

Warehousing Operations

Warehousing Operations’ revenues increased 7.4% to $161.0 million in 2018 compared to $149.9 million in 2017 and accounted for 10.6% of total net revenues. This increase was mainly due to increased operations for key clients.

Income on Transportation

Income on transportation reflects revenues on transportation less operating costs and expenses. References to operating income in this Annual Report refer to income on transportation, plus/minus the effect of other income (expenses) as presented in the Financial Statements included elsewhere in this Annual Report. Total costs and expenses for the year ended December 31, 2018 decreased 42.2% to $1,527.4 million from $2,642.9 million for the year ended December 31, 2017. This decrease was mainly attributable to a decrease of 85.7%, or $482.6 million, in depreciation, amortization and revaluation loss, a decrease of 35.5%, or $203.2 million in salaries, wages and employee benefits and a decrease of 29.9%, or $186.4 million, in leases and other rents. Operating income decreased 96.8% to $98.3 million for the year ended December 31, 2018 from an operating income of $3,039.8 million for the year ended December 31, 2017.  The decrease is primarily because the 2018 results do not include the one-time gain of $3,458.5 million realized in 2017 as a result of the loss of control over TMM DM.

The following table sets forth information concerning the Company’s operating income on transportation by business segment for the years ended December 31, 2018 and 2017, respectively.


Grupo TMM Operations
Income on Transportation (1)(2)(3)
(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018 vs.
Y2017
%
Change
Maritime Operations (3)
$
122.5
$
24.0
410.4
%
Ports and Terminals Operations
49.4
10.3
378.6
%
Logistics Operations
35.5
34.0
4.4
%
Warehousing Operations
(5.7
)
(31.6
)
(82.0
)%
Shared Corporate Costs
(206.0
)
(214.6
)
(4.0
)%
Total
$
(4.3
)
$
(177.9
)
(97.5
)%


Grupo TMM, S.A.B. and Subsidiaries

(1)
Income on Transportation reflects revenues on transportation less operating costs and expenses. References to “Operating Income” in this Annual Report refer to Income on Transportation, plus/minus the effect of “Other Income (Expense) – Net” as presented in the accompanying Audited Consolidated Financial Statements.

(2)
To better reflect Grupo TMM’s corporate costs, 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 2018: $13.8 million in Ports and Terminals Operations, $12.7 million in Maritime Operations and $198.4 million in shared corporate costs. Income on transportation includes the following allocated total administrative costs: In 2017: $15.5 million in Ports and Terminals Operations, $33.2 million in Maritime Operations and $205.6 million in shared corporate costs.

(3)
Income on Transportation includes loss on revaluation of vessels in 2017 of $39.3 million.

Maritime Operations

Maritime Operations’ operating income for the year ended December 31, 2018 increased to $122.5 million compared to $24 million for the year ended December 31, 2017, after deducting $12.7 million of administrative costs in 2018 compared with $33.2 million of such costs in 2017.  The increase in income was mainly due to a reduction in operating costs following the deconsolidation of TMM DM in 2017.

Ports and Terminals Operations

Ports and Terminals Operations’ operating income for the year ended December 31, 2018 increased to $49.4 million compared to $10.3 million for the year ended December 31, 2017, after deducting $13.8 million of administrative costs in 2018 compared to $15.5 million of such costs in 2017. This increase is mainly due to increased stevedoring services associated with the handling of gravel and steel in the ports of Tuxpan and Tampico, respectively, as well as a higher volume of automotive exports in the port of Acapulco.

Logistics Operations

Logistics Operations operating income for the year ended December 31, 2018 increased to $35.5 million, compared to $34.0 million for the year ended December 31, 2017. This increase was mainly attributable to improved performance in the maintenance and repair segment.

Warehousing Operations

Warehousing Operations’ operating loss in the year ended December 31, 2018 decreased to $5.7 million, compared to $31.6 million for the year ended December 31, 2017. This decrease was primarily due to lower costs and expenses and an increase in revenues. Warehousing operations continued its trend of improving results throughout 2018 due to the Company’s cost optimization strategies and client diversification plan. The Company provides warehousing services mainly in the agro-industrial segment supported by FIRA (federal government trust funds for rural development), as well as warehousing services focused on other segments such as steel and fuels.

Net Financing Cost

(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018
vs.
Y2017
% Change
Interest income
$
9.1
$
24.8
(63.3
)%
Interest expense
Interest on trust certificates
$
-
$
942.3
(100.0
)%
Interest on other loans
80.6
97.6
(17.4
)%
Transaction cost of mandatorily convertible debentures into shares
-
87.5
(100.0
)%
Amortization of trust certificate placement expenses
-
75.2
(100.0
)%
Amortization of expenses associated with other loans
2.2
4.1
(46.3
)%
Other financial expenses
2.1
3.8
(44.7
)%
Subtotal
$
84.9
$
1,210.5
__(93.0)%
Gain (loss) on exchange, net
$ __5.9
$ __(7.8)
(175.6
)%
Net financing cost
$
69.9
$
1,193.5
(94.1
)%

Grupo TMM, S.A.B. and Subsidiaries

Net financing cost recognized during the year ended December 31, 2018 was a $69.9 million debit compared to a $1,193.5 million debit incurred during the year ended December 31, 2017. The net financing cost in 2018 included net exchange gain of $5.9 million and in 2017 included a net exchange loss of $7.8 million as a result of fluctuations in the relative value of the Peso against the Dollar. Interest expense decreased $959.3 million in 2018, mainly due to the termination of our Trust Certificates Program following the deconsolidation of TMM DM.

Other Income – Net

(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018
vs.
Y2017
% Change
Other income – net
$
102.6
$
3,217.7
(96.8
)%

Other income – net for the year ended December 31, 2018 was $102.6 million, including a gain of $ 111.5 million on the sale of subsidiaries, which was partially offset by  a loss of $5.6 million attributable to the cancellation of projects. Other income – net for the year ended December 31, 2017 was $3,217.7 million, including $3,458.5 million of gain from the loss of control of TMM DM, which was partially offset by a loss of $273.0 million from loss of sale of subsidiaries and a loss of $24.6 million attributable to the cancellation of projects.

Income Tax Expense

(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018
vs.
Y2017
% Change
Income tax expense
$
4.8
$
516.7
99.1

In the year ended December 31, 2017, following a thorough evaluation of our current business and future prospects, we made a business decision to create an allowance reserve for our deferred tax asset, which is mainly originated by tax loss carryforwards, because we are unlikely to generate sufficient future taxable income to justify retaining the asset. The cancellation of the tax loss carryforwards reduced our fourth-quarter and full-year 2017 net income by $513.7 million. In the year ended December 31, 2018, only income tax expense is included, resulting in a provision for income tax expense of $4.8 million compared to a provision for income tax expense of $516.7 million in the year ended December 31, 2017.

Non-controlling Interest

(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018
vs.
Y2017
% Change
Non-controlling interest
$
4.5
$
2.0
125.0
%

Non-controlling interest income increased to $4.5 million for the year ended December 31, 2018, from $2.0 million for the year ended December 31, 2017. The increase is largely attributable to an increase in income at API Acapulco, the company that runs our Acapulco operations, in which we have a non-controlling interest.

Grupo TMM, S.A.B. and Subsidiaries

Net Income (Loss) for the year attributable to stockholders of Grupo TMM

(in millions of Pesos)
Year Ended December 31,
2018
2017
Y2018
vs.
Y2017
% Change
Net Income (Loss) for the year attributable to stockholders of Grupo TMM
$
19.0
$
1,327.6
(98.6
)%

In the year ended December 31, 2018, we recognized net income of $19.0 million, or $0.2 per Share. In the year ended December 31, 2017, we recognized net income of $1,327.6 million, or $13.0 per Share.

Fiscal Year ended December 31, 2017 Compared to Fiscal Year ended December 31, 2016

Revenues from operations for the year ended December 31, 2017 were $2,464.9 million compared to $2,647.5 million for the year ended December 31, 2016.

Consolidated Transportation Revenues
(in millions of Pesos)
Years Ended December 31,
2017
% of Net
Revenues
2016
% of Net
Revenues
Y2017 vs.
Y2016
% Change
Maritime Operations
$
1,951.3
79.2
%
$
2,167.6
81.9
%
(10.0
)%
Ports and Terminals Operations
134.2
5.4
%
116.7
4.4
%
15.0
%
Logistics Operations
229.5
9.3
%
190.9
7.2
%
20.2
%
Warehousing Operations
149.9
6.1
%
126.1
4.8
%
18.9
%
Other business
-___
___-
46.2
1.7
%
(100.0
)%
Total
$
2,464.9
100.0
%
$
2,647.5
100.0
%
(6.9
)%


Maritime Operations

Maritime Operations’ revenues decreased 10.0% to $1,951.3 million in 2017 compared to $2,167.6 million in 2016 and represented 79.2% of the total net income. This was mainly due to a decrease in revenues in our offshore vessels business of 15.5% attributable to reduced petroleum shipping activity in the Gulf of Mexico, the suspension and cancellation of a significant number of contracts by PEMEX and lower rates, as well as a decrease in income from tugboats of 16.1% due to the entry of Compañía Maritima Mexicana S.A. C.V. as a competitor in the port of Manzanillo beginning in April 2017.

Ports and Terminals Operations

Ports and Terminals Operations’ revenues increased 15.0% to $134.2 million for the year ended December 31, 2017 compared to $116.7 million for the year ended December 31, 2016, and accounted for 5.4% of total net revenues. This increase was mainly due to increased volumes in our shipping agency business, which serviced a greater number of cruise ship calls in 2017.

Grupo TMM, S.A.B. and Subsidiaries

Logistics Operations

Logistics Operations’ revenues increased 20.2% to $229.5 million in 2017 compared to $190.9 million in 2016 and accounted for 9.3% of total net revenues. This increase was mainly due to higher revenues of $34.9 million in maintenance and repair operations.

Warehousing Operations

Warehousing Operations’ revenues increased 18.9% to $149.9 million in 2017 compared to $126.1 million in 2016 and accounted for 6.1% of total net revenues. This increase was mainly due to increased operations for key clients.

Income on Transportation

Income on transportation reflects revenues on transportation less operating costs and expenses. References to operating income in this Annual Report refer to income on transportation, plus/minus the effect of other income (expenses) as presented in the Financial Statements included elsewhere in this Annual Report.

Total costs and expenses for the year ended December 31, 2017 increased 1.3% to $2,642.9 million from $2,609.6 million for the year ended December 31, 2016. This increase was mainly attributable to an increase of 45.0%, or $98.6 million, in fuels, materials and accessories, which was partially offset by a decrease of 10.6%, or $68.1 million, in salaries, wages and employee benefits. Operating income increased 3,250.4% to $3,039.8 million for the year ended December 31, 2017 from an operating income of $90.7 million for the year ended December 31, 2016, primarily due to a gain of $3,458.5 million attributable to the loss of control over TMM DM.

The following table sets forth information concerning the Company’s operating income on transportation by business segment for the years ended December 31, 2017 and 2016, respectively.

Grupo TMM Operations
Income on Transportation (1)(2)(3)
(in millions of Pesos)
Year Ended December 31,
2017
2016
Y2017 vs.
Y2016
%
Change
Maritime Operations (3)
$
24.0
$
247.6
(90.3
)%
Ports and Terminals Operations
10.3
6.1
68.9
%
Logistics Operations
34.0
30.6
11.1
%
Warehousing Operations
(31.6
)
(44.6
)
29.1
%
Shared Corporate Costs
(214.6
)
(201.8
)
(6.3
)%
Total
$
(177.9
)
$
37.9
(569.4
)%


(1)
Income on Transportation reflects revenues on transportation less operating costs and expenses. References to “Operating Income” in this Annual Report refer to Income on Transportation, plus/minus the effect of “Other Income (Expense) – Net” as presented in the accompanying Audited Consolidated Financial Statements.

(2)
To better reflect Grupo TMM’s corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2017 and 2016, separating human resources and information technology costs to be allocated to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: In 2017: $15.5 million in Ports and Terminals Operations, $33.2 million in Maritime Operations and $205.6 million in shared corporate costs. Income on transportation includes the following allocated total administrative costs: In 2016: $18.4 million in Ports and Terminals Operations, $35.5 million in Maritime Operations and $194.2 million in shared corporate costs.

(3)
Income on Transportation includes loss on revaluation of vessels in 2017 and 2016 for $39.3 million and $16.2 million, respectively.

Grupo TMM, S.A.B. and Subsidiaries

Maritime Operations

Maritime Operations’ operating income for the year ended December 31, 2017 decreased to $24.0 million compared with $247.6 million for the year ended December 31, 2016, after deducting $33.2 million of administrative costs in 2017 compared with $35.5 million of such costs in 2016. The decrease in operating income was mainly due to reduced revenues in the product tankers and chemical tankers segments, the dry-docking of two vessels, the effects of inclement weather in the Gulf of Mexico in 2017 which reduced the number of days of operation, and our strategy of seeking to reduce costs in light of reduced commercial activity in the sector.

Ports and Terminals Operations

Ports and Terminals Operations’ operating income for the year ended December 31, 2017 increased to $10.3 million compared to $6.1 million for the year ended December 31, 2016, after deducting $15.5 million of administrative costs in 2017 compared to $18.4 million of such costs in 2016. This increase is mainly due to higher volumes in the passengers and cruise segment at Acapulco and in our shipping agency business.

Logistics Operations

Logistics Operations operating income for the year ended December 31, 2017 increased to $34.0 million, compared to $30.6 million for the year ended December 31, 2016. This increase was mainly attributable to improved performance in the maintenance and repair segment and at our intermodal terminal business.

Warehousing Operations

Warehousing Operations’ operating loss in the year ended December 31, 2017 decreased to $31.6 million, compared to $44.6 million for the year ended December 31, 2016. This decrease was primarily due to lower costs and expenses and an increase in revenues. Warehousing operations continued its trend of improving results throughout 2017 due to the Company’s cost optimization strategies and client diversification plan.

Net Financing Cost

(in millions of Pesos)
Year Ended December 31,
2017
2016
Y2017
vs.
Y2016
% Change
Interest income
$
24.8
$
24.7
0.4
%
Interest expense
Interest on trust certificates
$
942.3
$
684.8
37.6
%
Interest on other loans
97.6
98.6
(1.0
)%
Transaction cost of mandatorily convertible debentures into shares
87.5
-
100.0
%
Amortization of trust certificate placement expenses
75.2
76.2
(1.3
)%
Amortization of expenses associated with other loans
4.1
6.0
(31.7
)%
Other financial expenses
3.8
3.7
2.7
%
Subtotal
$
1,210.5
$
869.3
__39.2%
Loss on exchange, net
$ __7.8
$
21.3
(63.4
)%
Net financing cost
$
1,193.5
$
865.9
37.8
%

Net financing cost recognized during the year ended December 31, 2017 was a $1,193.5 million debit compared to a $865.9 million debit incurred during the year ended December 31, 2016. The net financing cost in 2017 included a net exchange loss of $7.8 million and in 2016 included a net exchange loss of $21.3 million as a result of fluctuations in the relative value of the Peso against the Dollar. Interest expense increased $256.5 million in 2017, mainly due to an increase in variable interest rates. Interest payments on our trust certificates were due semi-annually in May and November. In 2017, we paid approximately $337.5 million of interest on our trust certificates.

Grupo TMM, S.A.B. and Subsidiaries

Other Income – Net


(in millions of Pesos)
Year Ended December 31,
2017
2016
Y2017
vs.
Y2016
% Change
Other income – net
$
3,217.7
$
52.8
5,994.1
%

Other income – net for the year ended December 31, 2017 was $3,217.7 million, including $3,458.5 million of gain from the loss of control of TMM DM, which was partially offset by a loss of $273.0 million from loss of sale of subsidiaries and a loss of $24.6 million attributable to cancellation of projects. Other income – net for the year ended December 31, 2016 was $52.8 million, including $56.5 from the sale of fixed assets and $2.1 million of cancellation provision, which was partially offset by a loss of $6.2 million attributable to cancellation of projects.

Income Tax (Expense) Benefit

(in millions of Pesos)
Year Ended December 31,
2017
2016
Y2017
vs.
Y2016
% Change
Income tax (expense) benefit
$
(516.7
)
$
268.6
(292.4
)

In the year ended December 31, 2017, following a thorough evaluation of our current business and future prospects, we made a business decision to cancel our deferred tax asset, which is mainly originated by tax loss carryforwards, because we are unlikely to generate sufficient future taxable income to justify retaining the asset. The cancellation of the tax loss carryforwards reduced our fourth-quarter and full-year 2017 net income by $513.7 million.

In the year ended December 31, 2016, the benefit is from deferred tax assets which are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available.

Non-controlling Interest

(in millions of Pesos)
Year Ended December 31,
2017
2016
Y2017
vs.
Y2016
% Change
Non-controlling interest
$
2.0
$
1.4
42.9
%

Non-controlling interest income increased to $2.0 million for the year ended December 31, 2017, from $1.4 million for the year ended December 31, 2016. The increase is largely attributable to an increase in income at API Acapulco, the company that runs our Acapulco operations, in which we have a non-controlling interest.

Grupo TMM, S.A.B. and Subsidiaries

Net Income (Loss) for the year attributable to stockholders of Grupo TMM

(in millions of Pesos)
Year Ended December 31,

2017
2016
Y2017
vs.
Y2016
% Change
Net Income (Loss) for the year attributable to stockholders of Grupo TMM
$
1,327.6
$
(508.0
)
361.3
%

In the year ended December 31, 2017, we recognized net income of $1,327.6 million, or $13.0 per Share. In the year ended December 31, 2016, we recognized a net loss of $508.0 million, or $5.0 per Share.

Critical Accounting Policies

Our Financial Statements have been prepared in accordance with the IFRS as issued by the IASB.

We have identified certain key accounting policies on which our financial condition and results of operations are dependent. These key accounting policies most often involve complex matters, may be based on estimates and involve a significant amount of judgment. In the opinion of our management, our critical accounting policies under IFRS are those related to revenue recognition, translation to a foreign currency, valuation of property and vessels, deferred income taxes, labor obligations and impairment of long-lived assets. For a full description of all of our accounting policies, see Note 3 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

Revenue Recognition. The Company follows a five-step process when determing whether to recognize revenue:


◾
Identifying the contract with a customer;


◾
Identifying the performance obligations;


◾
Determining the transaction price;


◾
Allocating the transaction price to the performance obligation; and


◾
Recognizing revenue when/as performance obligations are satisfied.

All revenues are recognized over time as the Company meets performance obligations by transferring the services promised to its customers.  When the Company meets a performance obligation before receiving payment, it recognizes either a contract asset or a receivable in our consolidated statement of financial position, depending on whether something else is required before the consideration becomes due apart from the passage of time. Revenues from the operation of vessels are recognized over time on a straight-line basis according to the number of days elapsed and during the term of the corresponding contract, and in the case of revenue from voyages, when their duration is longer than two months, revenue is recognized proportionally as a shipment moves from origin to destination.  Revenue from other services, including warehousing, are recognized when services are rendered. The costs and expenses for maritime, as well as those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.

Translation of Foreign Currency . For the years ended December 31, 2018, 2017, 2016, 2015 and 2014, the Company’s functional and reporting currency is the Mexican peso. Foreign currency transactions entered into by a Company subsidiary are translated into the functional currency of the subsidiary, using the spot exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

Grupo TMM, S.A.B. and Subsidiaries

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

In our consolidated financial statements, all the assets, liabilities, and operations of our subsidiaries that operate in a functional currency other than the Mexican peso are converted to pesos on consolidation.

Valuation of Land, Buildings and Vessels . The value of land and buildings used in the Company’s operations are determined by external professional appraisers every three years, and in some cases earlier if market factors indicate a significant change in the fair value of the property. The latest revaluation of the Company’s land and buildings took place in December 2016. The value of the Company’s vessels are generally determined using market values calculated by external professional appraisers, although certain vessels may be valued using other valuation techniques. Restatements of vessel values are conducted when the market values are found to differ significantly from their carrying value. The latest revaluation of the Company’s vessels took place as of December 31, 2018.

The Company began applying the revaluation model for vessels discussed above beginning January 1, 2014. Prior to that, the Company used the cost model to value its vessels. Management considers that the change to the revaluation model provides more reliable, relevant information about the values of its vessels and related transactions, as it allows the company to consider changes in circumstances that are likely to have a significant effect on a vessel’s value, including (i) changes in the price of oil and the demand for oil transportation vessels; and (ii) changes related to the recent Mexican Energy Reforms.

Any revaluation surplus derived from the valuation of land, buildings or vessels is recognized in our consolidated financial statements as part of “Other comprehensive income items” and forms part of “other capital components” in stockholders’ investment. A revaluation surplus is credited in income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in “Other comprehensive income items” and in stockholders’ investment in the item “Revaluation surplus”. Revaluation write-downs or impairment losses are recognized in “Other comprehensive income items” up to the amount previously recognized on that asset in stockholders’ investment in the item of “Revaluation surplus”. Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders’ investment at the time the Company disposes of the asset that gave rise to the surplus is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders’ investment may not be distributed to stockholders.

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

Deferred Income Taxes. We apply the provisions of IAS 12, “Income Taxes.” The guidance under IFRS establishes that the recognition of net operating loss carryforwards should be based on the likelihood that such tax credits will be effectively used to offset future tax liabilities. In making such an evaluation we have to exercise significant judgment in estimating the level of future taxable income that we will generate and our projections take into consideration certain assumptions, some of which are under our control and others, which are not. Key assumptions include inflation rates, currency fluctuations and future revenue growth. If our assumptions are not accurate, the amount of tax credits we have recognized could be significantly impacted.

Labor obligations . Seniority premiums, to which employees are entitled after 15 years of service and after having retired at the age of 60, and retirement plan benefits obligations, are expensed in the years in which the services are rendered. Other compensation based on length of service to which employees may be entitled in the case of retirement and also dismissals of personnel aged 55 and over, in accordance with the Federal Labor Law, are provided for based on an actuarial computation, in accordance with IAS 19 “Employee Benefits.”

Impairment of Long-Lived Assets. We review the carrying value of intangible assets and long-lived assets annually, and impairments are recognized whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount, which is the higher of an asset’s net selling price and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable discounted cash flows.

Grupo TMM, S.A.B. and Subsidiaries

Measurement of the impairment loss is based on the fair value of the asset which is determined based on management estimates and assumptions and by making use of available market data, evaluated in accordance with IAS 36.  In evaluating the carrying value and useful lives of long-lived assets, we review indicators of potential impairment, such as the present value of discounted projected operating cash flows generated for the useful service life of the asset, asset sale and purchase values, business plans and overall market conditions. In determining the value in use, we estimate expected future cash flows from each cash-generated unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to our latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

In assessing impairment, we determine the recoverable value for each asset or cash-generating unit based on the expected future cash flows and determine an adequate interest rate to use in calculating the present value of these cash flows. The uncertainty in the estimate is related to our assumptions regarding our future operating results and our determination of a suitable discount rate. Although we believe that the assumptions we incorporate into our calculations are reasonable and appropriate, such assumptions are unavoidably subjective.

Financial instruments. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted by transaction costs (where applicable).

Financial assets are classified into the following categories upon initial recognition:


◾
Amoritzed cost;


◾
Fair value through profit or loss (“FVTPL”); and


◾
Fair value through other comprehensive income (“FVOCI”).

The classification is determined by both the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.  All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement of financial assets

Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as FVTPL):


◾
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.

Grupo TMM, S.A.B. and Subsidiaries

After initial recognition, these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (“ECL”) model’. This replaces IAS 39’s ‘incurred loss model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15 and other receivables.

Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead the Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

The Company makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Company assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 26 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Previous financial asset impairment under IAS 39

In the prior year, the impairment of trade receivables was based on the incurred loss model. Individually significant receivables were considered for impairment when they were past due or when other objective evidence was received that a specific counterparty will default.  See “Recent Accounting Pronouncements – IFRS 9 ‘Financial Instruments’” below.

Classification and measurement of financial liabilities

As the accounting for financial liabilities remains largely the same under IFRS 9 compared to IAS 39, the Company’s financial liabilities were not impacted by the adoption of IFRS 9. However, for completeness, the accounting policy is disclosed below.

The Company’s financial liabilities include borrowings, trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

All interest-related charges are included within finance costs or finance income and included in financing costs or financing income.

Fair value measurement for non-financial assets

The non-financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of relevant data for the measuring, as follows:


◾
Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities;

Grupo TMM, S.A.B. and Subsidiaries


◾
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.

The fair value for the Company’s principal vessels and properties is estimated based on appraisals prepared by independent naval engineers specializing in sea vessels and artifacts, and also independent, qualified real estate appraisers. The important information and assumptions are prepared in close collaboration with Management.

The fair values for tanker and specialized vessels are estimated based on revenue that capitalizes the estimated revenue cash flows from the leasing of vessels net of operating costs projected, using an appropriate discount rate that reflects the required performance for similar assets. Cash flows are calculated based on the average of international charter rates and operating costs (including maintenance), and also the historical utilization level.

Valuations of buildings, facilities and land areprepared based on a market focus that reflects the prices observed on recent market transactions involving similar properties and incorporates adjustments for factors specific to the property in question, including land size, location, attachments, and current use.

The most significant information used, which is not observable, is an adjustment for factors specific to the properties in question. The magnitude and direction of this adjustment depends on the characteristics of observable market transactions for similar properties used as the end point for the valuation. Although this information is subjective, Management considers that the global valuation will not be materially affected by reasonably possible alternatives.

Recent Accounting Pronouncements

New and revised standards that are effective for annual periods beginning on or after 1 January 2018

IFRS 15 ‘Revenue from Contracts with Customers’

IFRS 15 ‘Revenue from Contracts with Customers’ and the related ‘Clarifications to IFRS 15 Revenue from Contracts with Customers’ (collectively “IFRS 15”) replace IAS 18 “Revenue”, IAS 11 “Construction Contracts”, and several revenue-related interpretations.

The new standard has been applied retrospectively without restatement, with the cumulative effect of initial application recognized as an adjustment to the opening balance of retained earnings at January 1, 2018; nevertheless, as described below there were no adjustments due to the adoption.

In accordance with the transition guidance, IFRS 15 has only been applied to contracts that are incomplete as at January 1, 2018.

In connection with the revenue recognition of the Company, the main considerations in the adoption of IFRS 15 were:


•
Maritime Operations: Performance obligations did not undergo any changes and they are considered as a single performance obligation identified in the contract and/or service order, which corresponds to the days of service, movement of merchandise or service rendered. All these obligations are met as the Company renders the services and is entitled to the collection thereof; therefore, they are recognized over time, consistent with their recognition under the foregoing standards. Sales prices are fixed and do not contemplate financing components derived from their terms of less than one year, insofar as each transaction only contemplates a single performance obligation. The price of the transaction is allocated to a single obligation;

Grupo TMM, S.A.B. and Subsidiaries


•
Ports and Terminals Operations : Performance obligations relative to these revenues are satisfied as the services are rendered. They are considered single performance obligations, which are usually met immediately. Sales prices are fixed and stipulated in the contract and/or service order, without including variable parts or financing components. Related revenues are recognized over time consistently with their recognition under the foregoing standards;


•
Logistics Operations: Performance obligations mainly correspond to the repair of containers and railroad freight cars, where the customer receives and consumes the benefits as the Company performs them and, therefore, revenues are recognized over time. Prices are fixed for most of the customers and, in some cases, fixed discounts are granted which are contemplated at the inception of the contract. Accordingly, they are not required to be estimated. Each transaction is considered a single performance obligation. Therefore, the total of the consideration is allocated thereto. This revenue recognition is consistent with the revenue recognized under the foregoing standard;


•
Warehousing Operations: the customer is considered to receive and consume the benefits as the group renders storage and handling services, that is, during the period in which the customer is entitled to keep the merchandise at the warehouses of the Company, in accordance with the corresponding contract. Sales prices are fixed and include neither discounts nor financing components. Revenue is recognized over time, which is consistent with recognition under the foregoing standards.

The Company considers contract costs to be immaterial. Moreover, they correspond to contracts for periods of less than one year. Toward that end, the Company recognizes these costs in income as incurred. The foregoing is consistent with the accounting treatment under the above standards.

None of the revenue transactions qualifies to be considered a series of goods or services, insofar as the transfer pattern is not the same because the services vary based on the type of shipment, characteristics of the products transported or stored, services by type of shipment, formalities in port or repairs, as appropriate. None of the service contracts meets the characteristics to be combined with other contracts.

Finally, as at the opening date of application, the Company has not identified liabilities for unsatisfied performance obligations. There are contractual assets where the Company has met the performance obligation before receiving the corresponding consideration. The foregoing is consistent with the prior journal entries, and only contract asset balances were reclassified that had previously been included in the trade accounts receivable balance. Moreover, no loss contracts were identified in accordance with the contracts evaluated by the Company. The remaining effects concern matters of disclosure in the Notes to the Audited Consolidated Financial Statements.

IFRS 9 ‘Financial Instruments’

IFRS 9 replaces IAS 39 “Financial Instruments: Recognition and Measurement”. It makes major changes to the previous guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for the impairment of financial assets.

In adopting IFRS 9, the Company has applied transitional relief and opted not to restate prior periods. Pursuant to the analysis performed by the Company, adoption of this standard did not have any effect on the recognition and measurement of its financial instruments, with regard to the Company’s accounting policies for financial instruments, based on the above applicable standards. The main effects correspond to matters concerning classification and disclosures in the notes to the consolidated financial statements.

In connection with the Company’s financial assets, the main considerations in the adoption of IFRS 9 were:


•
The classification and measurement of the Company’s financial assets. Management has financial assets to hold and collect the associated cash flows. All of the Company’s financial assets were previously recorded at amortized cost; therefore, they will be accounted for consistently with the foregoing standard under the new classification; and

Grupo TMM, S.A.B. and Subsidiaries


•
Impairment of financial assets by applying the expected credit loss model . This affects the Company’s trade accounts receivable and other financial assets measured at amortized cost. For contractual assets derived from IFRS 15 and trade accounts receivable, the Company applies a simplified recognition model of expected credit losses during the lifetime of the asset, since these items do not have a significant financing component. See Note 26 to the Audited Consolidated Financial Statements.

There have been no changes to the classification or measurement of financial liabilities as a result of the application of IFRS 9.

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by Grupo TMM

At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have been published by the International Accounting Standard Board (“IASB”) that are not yet effective, and have not been adopted early by the Company. Information on those expected to be relevant to our consolidated financial statements is provided below.

Management anticipates that all relevant pronouncements will be adopted in the Company’s accounting policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and amendments not either adopted or listed below are not expected to have a material impact on our consolidated financial statements.

IFRS 16 “Leases”

IFRS 16 will replace IAS 17 “Leases” and three related interpretations. It completes the IASB’s long-running project to overhaul lease accounting. Leases will be recorded in the statement of financial position in the form of a right-of-use asset and a lease liability unless the lease term is for 12 months or less or the underlying asset is of low value.

IFRS 16 is effective from periods beginning on or after January 1, 2019. Early adoption is permitted; however, the Company has decided not to early adopt.

Management is in the process of evaluating the total impact of this standard. So far, Management:


•
has decided to use the practical expedient for not performing a complete review of existing leases and applying IFRS 16 only to new or modified contracts. Leases that will be modified or renewed in 2019 are considered immaterial, and it is estimated that an exemption may be applied to low-value assets or short-term leases;


•
considers that the most significant impact will be that the Company will have to recognize a right-of-use asset and a lease liability for the offices and certain operating equipment (tow-trucks) that are currently treated as operating leases. As at December 31, 2018, future minimum lease payments amount to $46.1 million dollars. This means that the nature of the expense will change from being an operating lease expense to depreciation and interest expense; and


•
concludes that there will not be any significant impact on the capital lease that is currently maintained in the statement of financial position.

Grupo TMM, S.A.B. and Subsidiaries

The Company plans to adopt IFRS 16 on January 1, 2019 using the standard’s modified retrospective approach. Under this approach the cumulative effect of initially applying IFRS 16 is recognized as an adjustment to equity at the date of initial application. Comparative information is not restated.

Choosing this transition approach results in further policy decisions the Company has made. These relate to those leases previously held as operating leases and can be applied on a lease-by-lease basis.

IFRS 16 has not generated significant changes in the journal entries of the lessors. We note that the lease agreements in which the Company acts as a lessor are immaterial.

Liquidity and Capital Resources

Our business is capital intensive and requires ongoing expenditures for, among other things, improvements to ports and terminals, infrastructure and technology, capital expenditures for vessels and other equipment, leases and repair of equipment and maintenance of our vessels. Our principal sources of liquidity consist of cash flows from operations, existing cash balances, sales of assets and debt financing.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating assets through numerous direct and indirect subsidiaries. As a result, it relies on income from dividends and fees related to administrative services provided from its operating subsidiaries for its operating income, including the funds necessary to service its indebtedness.

In addition, the Company notes that its financial statements present its debt obligations on a consolidated basis; however 89.0% of the Company’s debt is held directly by its subsidiaries, each of which services its own debt out of its operating income. Management believes that these factors will enable the Company to remain current in its debt repayments notwithstanding the Mexican Law restriction on the distribution of profits by subsidiaries described below.

As of December 31, 2018, the respective debt obligations of each of the Company’s subsidiaries were as follows:



(in millions of Pesos)
TMM Parcel Tankers, S.A. de C.V.
$
97.2
Transportación Maritima Mexicana, S.A. de C.V.
368.8
Grupo TMM, S.A.B.
67.9
Almacenadora de Deposito Moderno, S.A. de C.V.
5.9
TMM Logistics, S.A. de C.V.
75.6
Total
$
615.4
Under Mexican law, dividends from our subsidiaries, including a pro rata share of the available proceeds of our joint ventures, may be distributed only when the shareholders of such companies have approved the corresponding financial information, and none of our subsidiaries or joint venture companies can distribute dividends to us until losses incurred by such subsidiary have been recouped. In addition, at least 5% of profits must be separated to create a reserve (fondo de reserva) until such reserve is equal to 20% of the aggregate value of such subsidiary’s capital stock (as calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

As of March 31, 2019, our total debt amounted to $1,092.4 million, which includes $495.1 million of bank debt owed to several different banks, $91.6 million owed to non-institutional lenders and $505.7 million of liabilities associated with our long-term leases, primarily the lease of our corporate headquarters; of this debt, $228.1 million is short-term debt, and $864.3 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt. Further, following the January 1, 2019 adoption of IFRS 16, liabilities associated with leases are presented as a part of debt unless the lease term is for 12 months or less or the underlying asset is of low value.

Grupo TMM, S.A.B. and Subsidiaries

As of December 31, 2018, our total debt amounted to $615.5 million, which includes $521.1 million of bank debt owed to several different banks, and $94.3 million owed to non-institutional lenders; of this debt, $223.4 million was short-term debt, and $392.1 million was long-term debt.

As of December 31, 2018 and March 31, 2019, we were in compliance with all of the restrictive covenants contained in our financing agreements.

Our total shareholders’ equity in 2018, including non-controlling interest in consolidated subsidiaries, was $2,124.3 million, resulting in a debt-to-equity ratio of 0.29.

On January 11, 2008, in order to refinance the acquisition of ADEMSA, Grupo TMM closed a financing agreement in the amount of US$8.5 million (approximately $167.1 million) with a term of seven years, at a fixed rate of 8.01% with semi-annual payments of principal starting on January 2010 and semi-annual interests payments. The Company refinanced the payment schedule extending the maturity of this line of credit to December 2019.

In November 2013, Grupo TMM (through its subsidiary Transportación Marítima Mexicana, S.A. de C.V.) obtained a line of credit in US dollars of up to US$10.8 million (approximately $212.3 million) to finance the acquisition of the vessel “Subsea 88” through a capital lease at a fixed rate with monthly principal and interest payments. See “—Capital Leases” below.

As of March 31, 2019, we had net working capital (current assets less current liabilities) of $337.8 million. We had net working capital of $404.9 million, $270.0 million, and $734.4 million as of December 31, 2018, December 31, 2017, and December 31, 2016, respectively. The decrease in net working capital from December 31, 2018 to March 31, 2019 was primarily attributable to a decrease in accounts receivable associated with an asset sale. The increase in net working capital from December 31, 2017 to December 31, 2018 was primarily due to a decrease in our outstanding debt, as we retired our outstanding credit lines with DVB Bank America, N.V. The decrease in net working capital from December 31, 2016 to December 31, 2017 was primarily attributable to the transfer of control over TMM DM. Although we continue to look for ways to improve our debt profile in order to reduce our financing costs and improve the flows available for investment, Management believes that the Company’s financial resources, including the cash expected to be generated by our subsidiaries, is sufficient to meet our present liquidity and working capital needs.

Information on Cash Flows

Summary cash flow data for the years ended December 31, 2018, 2017 and 2016 is as follows:

Years Ended December 31,
2018
2017
2016
(in million of Pesos)
Operating activities
$
55.0
$
356.9
$
586.0
Investing activities
142.8
(193.7
)
(49.6
)
Financing activities
(340.4
)
(581.7
)
(744.5
)
Currency exchange effect on cash
(0.8
)
(22.6
)
65.4
Net increase (decrease) in cash and cash equivalents
(143.4
)
(441.1
)
(142.7
)
Cash and cash equivalents at beginning of year
461.6
902,7
1,045.4
Cash and cash equivalents at end of year
$
318.2
$
461.6
$
902.7

For the year ended December 31, 2018, the Company’s consolidated cash position decreased by approximately $143.4 million from the year ended December 31, 2017. This decrease was mainly attributable to continued low levels of activity in the oil industry during 2018, as PEMEX, our principal customer, continued its reduced demand for our vessels services during the year and has continued to extend payment terms for those services.

For the year ended December 31, 2017, the Company’s consolidated cash position decreased by approximately $441.1 million from the year ended December 31, 2016, including a decrease of $212.3 million for cash and cash equivalents from loss of control of TMM DM. This decrease was mainly attributable to the loss of control of TMM DM, as well as low levels of activity in the oil industry during 2017.  Our principal customer had a reduced demand for our vessels services during the year and delayed its payments for those services.

Grupo TMM, S.A.B. and Subsidiaries

For the year ended December 31, 2016, the Company’s consolidated cash position decreased by approximately $142.7 million from the year ended December 31, 2015. This decrease was mainly attributable to the downturn in the oil industry during 2016, which strongly affected all participants in this market. Our principal customer reduced demand for our vessels services by more than 50% during the year and significantly delayed its payments for those services.

Our Cash Flows from Operating Activities

Net cash flows provided by operating activities amounted to $55.0 million in the year ended December 31, 2018 compared to $356.9 million in the year ended December 31, 2017. This decrease was mainly attributable to the loss of control of TMM DM, as well as continued low levels of activity in the oil industry during 2018. PEMEX, our principal customer, continued its reduced demand for our vessels services during the year and has continued to extend payment terms for those services.

Net cash flows provided by operating activities amounted to $356.9 million in the year ended December 31, 2017 compared to $586.0 million in the year ended December 31, 2016. This decrease was mainly attributable to the loss of control of TMM DM, as well as continued low levels of activity in the oil industry during 2017. Our principal customer had a reduced demand for our vessels services during the year and delayed its payments for those services.

Net cash flows provided by operating activities amounted to $586.0 million in the year ended December 31, 2016 compared to $612.4 million in the year ended December 31, 2015. This decrease was mainly attributable to the downturn in the oil industry during 2016, which strongly affected all participants in this market. TMM’s principal customer reduced demand for our vessels services by more than 50% during the year and significantly delayed its payments for those services.
The following table summarizes cash flows from operating activities for the periods indicated:

Years Ended December 31,
2018
2017
2016
(in million of Pesos)
Income (Loss) before provision for income taxes
$
28.3
$
1,846.3
$
(775.2
)
Gain from the loss of control of TMM DM
-
(3,458.5
)
-
Depreciation and amortization and other amortization
85.5
647.5
631.3
(Loss) gain on sale of fixed assets—net
1.9
(0.3
)
(56.5
)
Sale of subsidiaries
(63.1
)
273.0
-
Provision for interests on debt
80.6
1,039.9
783.5
(Gain) loss from exchange differences
(8.3
)
(4.5
)
69.8
Total changes in operating assets and liabilities
(61.4
)
38,3
(42.1
)
Net cash provided by operating activities
$
63.5
$
381,7
$
610.8

Our Cash Flows from Investing Activities

Net cash provided by investing activities for the year ended December 31, 2018 was $142.8 million, which included $219.9 million generated from the sale of property, operating equipment and subsidiaries, which was partially offset by the use of $86.3 million for investments in projects and operating equipment. Net cash used in investing activities for the year ended December 31, 2017 was $193.7 million, which included $74.0 million generated from the sale of property, operating equipment and subsidiaries, which was partially offset by the use of $80.2 million for investments in projects and operating equipment and $212.3 million for cash and cash equivalents from the loss of control of TMM DM. Net cash used in investing activities for the year ended December 31, 2016 was $49.6 million, which included $87.7 million generated from the sale of property and operating equipment, which was partially offset by the use of $162.1 million for investments in projects and operating equipment.

See “— Capital Expenditures and Divestitures” below for further details of capital expenditures and divestitures relating to the years ended December 31, 2018, 2017 and 2016, respectively.

Grupo TMM, S.A.B. and Subsidiaries

Our Cash Flows from Financing Activities

For the year ended December 31, 2018, cash used by financing activities amounted to $340.4 million, which resulted primarily from the payment of others loans and a decrease in non-controlling interest.

For the year ended December 31, 2017, cash used by financing activities amounted to $581.7 million, which resulted primarily from the payment of debt under the Securitization Facility, our Trust Certificates Program and others loans.

For the year ended December 31, 2016, cash used by financing activities amounted to $744.5 million, which resulted primarily from the payment of debt under the Securitization Facility, our Trust Certificates Program and others loans.

Business Plan

We are focused on improving all of our business segments through maintaining efficient and cost-effective operations and strengthening our balance sheet, allowing us to better develop and implement our projects. These projects seek to combine the elements that can enable us to capture the opportunities that the Mexican Energy Reforms are expected to generate, with the ultimate goal of creating value for our shareholders.

Maritime Operations . We seek to capitalize on our steady and proven vessels management and operation expertise to increase our customer base and expand our services to deepwater operations and other maritime transportation segments such as bulk cargo vessels, taking advantage of the opportunities presented by new participants in the Mexican market.  We are also seeking to capitalize on these opportunities by expanding and diversifying our shipyard services.

Ports and Terminals Operations . We intend to continue to take advantage of our unique experience, our strategically located assets and the existing investment opportunities in the midstream oil and gas sector, to develop liquids oil terminals that will help reduce the current gap in infrastructure and anticipate growing demand for gasoline and diesel imports, which currently account for more than 70% of Mexico’s domestic consumption. In this regard, we intend to keep moving forward with the development of storage and transportation infrastructure to serve the growing demand for refined products from Tuxpan to the central region of Mexico. The port of Tuxpan is the main port of entry for hydrocarbon imports and the closest port to Mexico City and the central area of Mexico. As for our cruise ship terminal operations, we plan to develop a terminal in a Mexican Caribbean port, while at Acapulco we plan to continue collaborating with the respective authorities in order to increase cruise activity.

Logistics Operations . As part of our commitment to ensure first-class maintenance and repair and increase our volume of operations, we plan to revamp our facilities and improve our processes. We are also looking to develop the automotive, steel and food logistics market in all areas with emphasis on “just-in-time” inventory planning, subassembly and management of cars and container yards through a partnership with an international technology operator.

Warehousing Operations . We are working to improve our bonded warehousing services and to issue negotiable certificates of deposit to be issued for the agricultural and steel industries as well as import duties services.

Corporate Expenses . As part of our continuous improvement plan, we aim to optimize the size of our corporate staff consistent with the implementation of the plans described above.

Capital Expenditures and Divestitures

The following tables set forth our principal capital expenditures and divestitures during the last three years:

Grupo TMM, S.A.B. and Subsidiaries

Our Principal Capital Expenditures for the Last Three Years
(in millions of Pesos)

Years Ended December 31,
2018 (a)
2017 (a)
2016 (b)
Capital Expenditures by Segment:
Ports and Terminals Operations
$
13.2
$
9.0
$
1.1
Maritime Operations
42.7
64.1
160.7
Logistics Operations
0.6
-
-
Warehousing Operations
0.6
-
0.1
Corporate
29.2
7.1
0.2
Total
$
86.3
$
80.2
$
162.1



(a)
In 2018, capital expenditures included: (i) Ports and Terminals Operations: $13.2 million in acquisition and equipment improvements and construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $42.7 million in acquisition and equipment improvements; and (iii) Corporate: $29.2 million in fixed assets and other strategic corporate projects.


(b)
In 2017, capital expenditures included: (i) Ports and Terminals Operations: $9.0 million in acquisition and equipment improvements and construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $64.1 million in acquisition and equipment improvements; and (iii) Corporate: $7.1 million in fixed assets and other strategic corporate projects.


(c)
In 2016, capital expenditures included: (i) Ports and Terminals Operations: $1.0 million in acquisition and equipment improvements and $0.1 million in construction in process for the expansion and maintenance of port and terminal facilities; (ii) Maritime Operations: $10.8 million in acquisition and equipment improvements and $149.9 million in construction projects; and (iii) Corporate: $0.2 million in fixed assets and other strategic corporate projects.

Our Principal Capital Divestitures for the Last Three Years
(in millions of Pesos)

Years Ended December 31,
2018 (a)
2017 (a)
2016 (b)
Capital Divestitures:
Sale of shares of subsidiaries
$
51.0
$
67.0
$
-
Other assets
_169.6
__7.1
_87.7
Total
$
220.6
$
74.1
$
87.7




(a)
In 2018, capital divestitures included $169.6 million from the sale of a vessel (Buque Maya).


(b)
In 2017, capital divestitures included $7.1 million from the sale of a vessel (Rey de Coliman).


(c)
In 2016, capital divestitures included $87.7 million from the sale of land.

Capital Leases

As of December 31, 2018, the Company had one capital lease obligation.

In November 2013, Grupo TMM (through its subsidiary Transportación Marítima Mexicana, S.A. de C.V.) entered into an agreement with “FTAI Subsea 88 Ltd”, a subsidiary of Fortress, to obtain a line of credit for 10 years in US dollars of up to US$10.8 million to finance the acquisition of the vessel “Subsea 88” through a capital lease, at a fixed rate of 15.9% per annum, with monthly principal and interest payments. As of December 31, 2018, the outstanding balance was US$9.2 million.

Transportation Equipment and Other Operating Leases

We lease transportation and container-handling equipment, our corporate office building and other assets under agreements which are classified as operating leases. The terms of these lease agreements vary from 1 to 15 years and contain standard provisions for these types of operating agreements.

Grupo TMM, S.A.B. and Subsidiaries

Purchase of Two Parcel Tankers

On May 25, 2007 the Company purchased the M/T “Maya” and purchased the M/T “Olmeca” on June 19, 2007. We entered into a 10-year line of credit with DVB Bank SE (formerly DVB Bank AG) in an aggregate amount of US$52.5 million to finance the acquisition of these parcel tankers. Principal and interest under this loan was payable on a monthly basis. Interest was payable at a weighted average rate of 7.61% per annum. On April 4, 2011, the Company entered into an agreement with the bank to restructure this loan through: (i) full prepayment of the junior loan tranche in an amount totaling US$6.5 million, including US$0.7 million in breakage costs; (ii) drawing of a new tranche in the amount of  US$4.0 million with monthly interest payments and a balloon principal payment due upon maturity in June 2017; and (iii) opening of a bridge tranche with monthly drawings of up to US$3.5 million over the next 24 months to reduce the principal payments due on the existing senior loan tranche.  Both of the tranches were at a variable rate of the AIR (Actual Interbank Rate) plus 400 basis points, and the Company will pay principal on the bridge tranche beginning in April 2013 on a quarterly basis until maturity in June 2017. As of May 31, 2011, the weighted average rate of interest on the restructured loan was 6.70% per annum. This agreement allows the Company to improve the amortization schedule of this loan facility and reduce the related financial expenses. In 2017, the Company and the bank agreed to restructure the payment schedule, extending the maturity for one more year to June 2018.

On May 17, 2018, the Company prepaid the outstanding line of credit with DVB Bank America, N.V. which had been incurred to finance the purchase of the M/T Maya.  In addition, in September 2018, the Company obtained a new line of credit from ACT Maritime LLC, a subsidiary of Alterna Capital Partners, LLC, in the amount of US$ 5.25 million, at a variable rate of LIBOR 90 days plus 750 points, with quarterly payments of principal and interest, and maturing in September 2023.  The proceeds of this new line of credit were used to pay off the remaining balance of the 10-year line of credit that the Company had obtained to purchase the M/T “Olmeca.”

Purchase of One Tugboat

On November 11, 2016 the Company entered into a 6-year line of credit with B.V. Scheepswerf Damen Gorinchem (DAMEN) for an amount of EUR6.8 million to finance the acquisition of the Tugboat “TMM Colima”. Principal and interest under this loan is payable on a semiannual basis. Interest is payable at a fixed rate of 7.00% per annum.

Acquisition of Transportation Units

On June 4, 2008, the Company, through its subsidiary Lacto Comercial Organizada, S.A. de C.V. (“Lacorsa”), entered into a loan facility in Mexican pesos with Daimler Financial Services Mexico, S. de R.L. de C.V. (formerly known as DC Automotriz Servicios, S. de R.L. de C.V.) (“Daimler”) for the acquisition of 31 transportation units for $19.8 million at a fixed rate of 12.85%. Principal was payable in 60 consecutive monthly payments plus accrued interest on the outstanding balance, maturing in June 2013.

On September 26, 2008, the Company, through Lacorsa, entered into a loan facility in Mexican pesos with Daimler for the acquisition of 8 transportation units for $5.2 million at a fixed rate of 13.56%. Principal was payable in 60 consecutive monthly payments plus accrued interest on the outstanding balance, maturing in September 2013. In June 2010, both loans were restructured into a single loan for $21.7 million at a fixed rate of 14.8%. Principal was payable in 60 consecutive monthly payments plus accrued interest on the outstanding balance, maturing in May 2015.

On December 1, 2010, through Lacorsa we entered into a debt recognition and restructuring agreement relating to the two loans with Daimler for $96.7 million at a variable rate of the 28-day TIIE plus 3.5 percentage points. Principal was payable in 72 consecutive monthly payments plus accrued interest on the outstanding balance starting January 1, 2011 and maturing in December 2016.

On December 3, 2013, following previous negotiations, we entered into another debt recognition and restructuring agreement with Daimler for $62.9 million at a variable rate of the 28-day TIIE plus 6.0 percentage points. Principal is payable in 72 consecutive monthly payments plus accrued interest on the outstanding balance starting January 1, 2014 and maturing in December 2019.

Grupo TMM, S.A.B. and Subsidiaries

On August 2, 2016, the Company restructured the amortization schedule with Daimler for $40.9 million at a fixed annual rate of 12.0%. Principal is payable in 36 consecutive monthly payments plus accrued interest on the outstanding balance, and maturing in November 2019.

On November 26, 2018, the Company restructured the amortization schedule with Daimler for $28.0 million at a fixed annual rate of 12.9%. Principal is payable in monthly payments plus accrued interest on the outstanding balance, and maturing in October 2021.

Other Debt

In January 2011, to improve the amortization schedule of the Receivables Securitization Facility and its cancelation, the Company decided to secure two lines of credit through its subsidiary Transportación Marítima Mexicana, S.A. de C.V. with two private investments, each of the credits for US$3.0 million. The loan accrues interest at a fixed rate of 11.25%, with semi-annual interest and principal payments, a two-year grace period for principal payments, and maturing January 2016. As of December 31, 2016 the outstanding balance of both credits was US$6.0 million. In 2017 and 2018, the Company paid US$1.5 million and the maturity date of the balance was extended to July 2019.

In November 2011, the Company decided to enter into two loan facilities to strengthen the agricultural activities of ADEMSA, through a subsidiary with INPIASA, S.A. de C.V. The first one for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021; and the second one for $4.2 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing October 2016. The effective rate for both loans as of December 31, 2018 was 12.84%, with a total outstanding balance of approximately $4.2 million.
In August 2012, the Company inter into an agreement with Intercam Banco S.A., though its subsidiary TMM Logistics, S.A. de C.V., for a line of credit in Mexican pesos for working capital for a total of $5.0 million, to be able to discount invoices from services rendered to the Secretaría de Seguridad Pública del D.F. at a variable rate of the 28-day TIIE plus 500 basis points and maturing on August 2013. The Company subsequently renewed the facility with the bank inAugust 2014, increasing the amount up to $10.0 million, and again in November 2017, increasing the amount up to $15.0 million. As of December 31, 2017 and 2018 there is no balance drawn under this line of credit.

In December 2012, the Company decided to enter into another line of credit to strengthen the agricultural activities of ADEMSA, through a subsidiary with Banco del Bajío, S.A. for $8.5 million at a variable rate of the 28-day TIIE plus 250 basis points, with monthly payments of principal and interest, with a grace period of 12 months for principal payments, and maturing November 2019. The effective rate for this loan as of December 31, 2018 was 10.90%, with a total outstanding balance of $1.3 million.

In September 2013, the Company entered into a $7.6 million line of credit with Banco del Bajio, S.A. in order to strengthen the agricultural activities of ADEMSA, at a variable rate of the 28-day TIIE plus 250 basis points, with monthly payments of principal and interest, a grace period of 12 months for principal payments, and maturing in August 2020. The effective interest rate on this loan as of December 31, 2018 was 10.82%, with a total outstanding balance of $2.1 million.

In September 2014, the Company decided to enter into three loan facilities to strengthen the agricultural activities of ADEMSA, through its subsidiary TMM Logistics, S.A. de C.V. with Banco Autofin México. The first for $45.8 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021; the second for $34.6 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021; and the third for $25.5 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021. The effective rate for these three loans as of December 31, 2018 was 12.84%, with a total outstanding balance of approximately $65.2 million.

Grupo TMM, S.A.B. and Subsidiaries

In December 2014, the Company decided to enter into two lines of credit in Mexican Peso for working capital, through its subsidiary TMM Logistics, S.A. de C.V. with Banco Autofin México. The first for $21.6 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of interest and principal payment at maturity in March 2022; the second for $8.4 million at a variable rate of the 28-day TIIE plus 200 basis points, with monthly payments of interest and principal payment at maturity in March 2015. As of December 31, 2018, the effective rate for these two loans was 12.82% with an outstanding balance of $10.2 million.

In September 2016, the Company refinanced debt for US$4.1 million (approximately $80.9 millions) in connection with ADEMSA acquisition, denominated in US Dollars and extending its maturity to December 2019, with quarterly principal and interest payments, with a variable rate of 90 days LIBOR plus 550 basis points for the fisrt year, 650 basis points for the second year, 750 basis points for the third year and 900 basis point for the rest of the period. The Company may elect to prepay in full or in party without any restriction or fee. The Company is currently in negotiations to extend the maturity and revise the payment schedule in order to improve its cash flow. As of December 31, 2018, the effective rate for this facility was 9.83% with an outstanding balance of US$1.8 million.

In April 2016, the Company entered into a $9.8 million line of credit with Banco HSBC, S.A. in order to strengthen the agricultural activities of ADEMSA, at a variable rate of the 28-day TIIE plus 300 basis points, with monthly payments of principal and interest and maturing in April 2021. The effective interest rate on this loan as of December 31, 2018 was 11.31%, with a total outstanding balance of $3.84 million.

Foreign Currency Risk

Historically, a majority of the Company’s revenues have been denominated in U.S. dollars, while the majority of our costs and expenses have been denominated in Pesos. As such, the Company is exposed to foreign currency risk and may occasionally use currency derivatives to manage alternating levels of exposure. These derivatives allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

The Company’s income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso.  Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar.  Given that a large proportion of the Company’s revenues are denominated in U.S. dollars, the Company has sought to reduce its exposure to foreign currency risk by holding its debt primarily in U.S. dollars. Currently, approximately 81.5% of the Company’s indebtedness is denominated in U.S. dollars.

The Company currently believes that its strategy of holding the majority of its debt as U.S. dollar-denominated debt will allow it to effectively manage its foreign currency risk without the use of currency derivatives or other hedging instruments. However, the Company has in the past, and may from time to time in the future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage its foreign currency risk. These derivatives should allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar. See Item 11. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Trend Information

Historically, a substantial portion of the revenue generated by our Maritime Operations business has been achieved through contracts with PEMEX. In 2016, 2017 and 2018, 51%, 30% and 29%, respectively, of the revenue generated by Maritime Operations resulted from contracts with PEMEX.

The future success of our logistics business depends upon our ability to enter into contracts with large automotive manufacturers, retail and consumer goods companies and to become a supplier for Government entities, providing integrated logistics and shipping services. Our primary skills that make us competitive are: (i) our logistics expertise, (ii) our ability to continue developing logistics and other land transportation infrastructure, and (iii) our ability to provide state-of-the-art systems to provide logistics solutions.

Grupo TMM, S.A.B. and Subsidiaries

The ability to satisfy our obligations under our debt in the future will depend upon our future performance, including our ability to increase revenues significantly and control expenses. Future operating performance depends upon prevailing economic, financial, business and competitive conditions and other factors, many of which are beyond our control. Our ability to refinance our debt and take other actions will depend on, among other things, our financial condition at the time, the restrictions in the instruments governing our debt and other factors, including market conditions, the macroeconomic environment and such variables as the Peso/dollar exchange rate and benchmark money market rates in Pesos and dollars, which are beyond our control.

We have funded capital expenditures with funds from operating cash flows and expect to seek additional financing through secured credit arrangements and asset-backed financings for additional capital expenditures.

Off-Balance Sheet Arrangements

As of December 31, 2018, we did not have any off-balance sheet arrangements. We report our assets and liabilities according to the current IFRS as issued by the IASB.

Contractual Obligations

The following table outlines our obligations for payments under our capital leases, debt obligations, operating leases and other financing arrangements for the periods indicated as of December 31, 2018:

Indebtedness (1)
Less than
1 year
1-3 years
3-5 years
More than
5 years
Total
(in thousands of Pesos, unless noted otherwise)
Parcel Tanker Vessels and Tugboat Financings (2)
47,560
94,366
56,961
-
198,887
Investors (3)
94,293
-
-
-
94,293
Land and Logistics Equipment Financing (4)
8,191
16,382
2,197
-
26,770
Refinancing Acquisition ADEMSA (5)
35,704
-
-
-
35,704
Working Capital (6)
5,767
5,625
-
-
11,392
Other Debt (7)
23,820
43,080
8,738
-
75,638
Total
$
215,335
$
159,453
$
67,896
$
-
$
442,684

Financial Lease Obligations (8)
Less than
1 year
1-3 years
3-5 years
More than
5 years
Total
Vessel, Transportation Equipment and Other Operating Leases
$
46,055
$
79,029
$
174,541
$
-
$
299,625
Total
$
46,055
$
79,029
$
174,541
$
-
$
299,625

Operating Lease Obligations (9)
Less than
1 year
1-3 years
3-5 years
More than
5 years
Total
Vessel, Transportation Equipment and Other Operating Leases
$
82,836
$
154,026
$
169,440
$
527,583
$
933,885
Total
$
82,836
$
154,026
$
169,440
$
527,583
$
933,885

(1)
These amounts include principal payments and accrued and unpaid interest as of December 31, 2018.

(2)
Debt allocated in two companies: The first financing is in connection with the financing of one parcel tanker vessel, allocated on a special purpose company, denominated in US Dollars, maturing in August 2023, with quarterly principal and interest payments at a variable rate of 3-month LIBOR plus 750 basis points, for an interest rate of 9.83% per annum as of December 31, 2018. The second financing is in connection with the acquisition of one tugboat, denominated in Euros.  This line of credit matures in November 2022, and features semi-annual principal and interest payments at a fixed rate of 7.00% per annum.

Grupo TMM, S.A.B. and Subsidiaries

(3)
Debt in connection with the cancellation of the Securitization Facility, denominated in US Dollars. The maturity of these lines of credit was July 2018, with monthly interest payments at a fixed rate of 11.25% per annum. The Company made a US$500,000 principal payment in July 2018 and obtained a rescheduling of the debt, extending the maturity to July 2019, with monthly interest payments at a fixed rate of 11.25% per annum.  The negotiation included another US$500,000 principal payment from the Company in January 2019.

(4)
Debt in connection with the land & logistics equipment financing, denominated in Mexican Pesos. To improve payment schedule the Company granted and extension in the maturing to October 2021, with monthly interest and principal payments at a fixed rate of 12.90% per annum.

(5)
Debt in connection with ADEMSA acquisition refinancing, denominated in US Dollars, maturing in December 2019 with quarterly principal and interest payment at a variable rate of 3-month LIBOR plus 750 basis points, for an interest rate of 9.83% per annum as of December 31, 2018. To improve the amortization schedule the Company is negotiating to restructure the payment schedule and extend the maturity to June 2021.

(6)
Debt for working capital and to strength agricultural activities of ADEMSA. Four lines of credit denominated in Mexican Pesos, with different maturities between November 2019 and August 2021, monthly interest and principal payments with a weighted average rate of 11.73% per annum as of December 31, 2018.

(7)
Debt allocated in different companies for working capital. Various lines of credit denominated in Mexican Pesos, with maturities between September 2021 and November 2023, with monthly principal and interest payments, variable rate; the weighted average rate was 13.09% per annum as of December 31, 2018.

(8)
Financial lease agreement for purchasing AHTS vessel, denominated in US Dollars, maturing in November 2026, with monthly interest and principal payments and fixed rate of 15.92%. Since October 2018 the Company has been negotiating to restructure the payment schedule.

(9)
These amounts include the minimum lease payments.

ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Board of Directors

Our Estatutos Sociales , or Bylaws, provide that our Board of Directors shall consist of not less than seven and not more than 21 directors, without taking into account the appointment of their respective alternates. We currently have nine directors on our board. Our Board of Directors is elected annually by a majority vote of our shareholders and is responsible for the management of the Company. The Company does not have any agreements to pay benefits to any directors upon termination of their employment.

Our current Board of Directors was elected and ratified at the Company’s Annual General Ordinary Shareholders’ Meeting held on April 30, 2019. Our directors and alternate directors, their principal occupations and years of service (rounded to the nearest year) as a director or alternate director are as follows:

Name
Principal Occupation
Years as a
Director or
Alternate
Director
Age
Directors
José F. Serrano Segovia
Chairman of the Board of Grupo TMM
47
78
Vanessa Serrano Cuevas
First Vice-Chairman of Grupo TMM
44
Maria Josefa Cuevas de Serrano
Second Vice-Chairman
3
72
Ramón Muñoz Gutíerrez
Private Investor
58
Francisco Javier García-Sabaté Palazuelos
Private Investor
4
67
Carlos Viveros Figueroa
Private Investor
5
78
Miguel Alemán Velasco
Private Investor
10
87
Miguel Alemán Magnani
Private Investor
10
53
Eduardo Díaz Lozano Campos
Private Investor
1
61

Grupo TMM, S.A.B. and Subsidiaries

The directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of their appointment. The directors may be reelected and, in case of the failure to appoint their substitute or, if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up to thirty calendar days following the date of expiry of the term for which they were appointed, as described below. For further information see Item 10. “Additional Information – Board of Directors.”

Position in the Board of Directors
Term
Chairman
7 years
First Vice-Chairman
7 years
Second Vice-Chairman
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)
Other Board Directors
1 year

José F. Serrano Segovia

Mr. Serrano was born on November 22, 1940. He has served as Chairman of Grupo TMM since 1992. Throughout his professional career, he has owned several family-owned companies in Mexico. Among the most outstanding positions of his professional and entrepreneurial career are: Chairman of the Executive Committee and Chairman of the Board of Grupo Anáhuac, S.A. de C.V. and Chairman of the Executive Committee and Chairman of the Board of Hules Mexicanos, S.A. de C.V. Mr. Serrano holds a master’s degree in engineering from Villanova University in Pennsylvania, U.S.A.

Vanessa Serrano Cuevas

Ms. Serrano was born on April 30, 1975. Ms. Serrano holds a degree in Business Administration and a Masters degree from IPADE.  Her parents are Jose F. Serrano Segovia and Maria Josefa Cuevas de Serrano.

Maria Josefa Cuevas de Serrano

Mrs. Serrano was born on June 16, 1946. Mrs. Serrano is the founder of the Sociedad Internacional de Valores de Arte Mexicano, A.C. (SIVAM), which promotes classical music and outreach for talented artists in Mexico. Additionally, she is an active promoter of Mexican art in Mexico and abroad. Mrs. Serrano is the wife of Mr. José F. Serrano Segovia.

Ramón Muñoz Gutíerrez

Mr. Muñoz Gutierrez was born on August 8, 1960. He holds degrees in Philosophy and Psychology, and among several activities, he is founder and CEO of the Innvonation and Paradigm Institute. From 1989 to 1998 he served as founder and CEO of New Kaisen for Business Consultants. During the administration of President Vicente Fox Quezada, Mr. Muñoz Gutierrez created and led the Government Innovation Office, being recognized by the United Nations. From September 2006 to September 2012, he served as a Senator of the Mexican Republic, and has been a conference presenter in different fields, including Expo Management, Universal Thinking Forum, Innovation & Business Forum (IBF), WOBI and TEDx.

Francisco Javier García-Sabaté Palazuelos

Mr. García-Sabaté Palazuelos was born on November 3, 1952. Since 1972, Mr. García-Sabaté Palazuelos has been the Partner/Director of García-Sabaté, Castañeda, Navarrtere, S.C. and has worked in the Tax and Auditing department of several companies within the financial, commercial and industrial sector. He holds a degree in Public Accounting with High Honors from the Universidad La Salle and a postgraduate degree in Administration from Insituto Tecnologico y de Estudios Superiores de Monterrey. He is certified by the Instituo Mexicano de Contadores Públicos as an accountant and a Financial Expert.

Grupo TMM, S.A.B. and Subsidiaries

Carlos Viveros Figueroa

Mr. Viveros was born on January 3, 1941. He has a degree in Architecture from Universidad Nacional Autónoma de México and a certificate in External Trade from INCE. He has worked as a consultant for several public and private organizations that focus on promoting and supporting small business in Latin America. He helped create the master’s program for Port Development in Quintana Roo, Mexico. He has also advised in radio communications specialized on fleet. He was the founder partner of the navy company Tecomar where he was CEO of the company. He has also been a Board member of Banca Cremi and Governing Board member of Bancomext. Currently, he is part of the Board of the Instituto Mexicano de Ejecutivos en Comercio Exterior. He was a partner of Consejo Empresarial Mexicano para Asuntos Internacionales and President of several Chambers (CANAINTRAM, Marina Mercante, ANIERM), member of CONCAMIN, and also head of México and Vice-president of Asociación Latinoamericana de Armadores in Montevideo, Uruguay, which grouped the naval companies in Latin America. In 1991, Mr. Viveros was chosen as man of the year by the freight transport industry of Asociación de Industriales del Transporte y Comercio Internacional and in 1996, the government of Brazil gave him the award of “Orden Cruzeiro Do Sul” as Commander.

Miguel Alemán Velasco

Mr. Alemán was born on March 18, 1932 in Veracruz, Mexico. He has a degree in Law from the Universidad Autónoma de México. Throughout his professional career, he has held various public positions in the Mexican government, such as Constitutional Governor of the State of Veracruz and Senator of the Republic. He is currently President of the Management Board of the Mexican airline Interjet, as well as Vice Chairman of the Board of Directors of Televisa. Mr. Alemán has received several awards from renowned national and international institutions, and has published several novels, essays, articles and technical books.

Miguel Alemán Magnani

Mr. Alemán was born on April 25, 1966 in Mexico City. He has a degree in Law from the Universidad Anáhuac and a course in Business Management from the Instituto Panamericano de Alta Dirección de Empresas (“IPADE”). He has held important positions within Televisa, Mexico’s largest Spanish speaking media communications company. He is currently the CEO of the Mexican airline Interjet, as well as Chairman of GALEM, a German Group specializing in telecommunications, real estate and transportation. He is a member of the board of several Mexican companies. He is also a partner of the Discovery Americas fund.

Eduardo Diaz Lozano

Ing. Diaz Lozano was born on November 7, 1957. He is an industrial engineer and graduate of the Universidad Nacional Autónoma de México. He also holds postgraduate degrees from the Instituto Autónomo de México. In 1997, he founded a financial consulting firm, which was later integrated into “Crecimiento Programado”. He has broad experience in financial consulting and business development.

Executive Officers

Our officers serve at the discretion of our Board of Directors. Our executive officers, their position and years of service with us and as an executive officer are as follows:

Name
Position
Years of
Service
Executive
Officer
Corporate Directors
José F. Serrano Segovia
Chairman of the Board and Chief Executive Officer
47
27
Carlos Pedro Aguilar Méndez
Deputy Chief Executive Officer and Chief Financial Officer and Administrative Director
29
12
Silvia Millán Hernández
Corporate Human Resources Director
32
4
Elvira Ruiz Carreño
Corporate Audit Director
23
16
Marco Augusto Martínez Avila
Corporate Legal Director
24
7
Business Unit Directors
Luis Manuel Ocejo Rodríguez
Director, Maritime Transportation
36
12
Gustavo Adolfo Madero Nieto
Director, Ports and Terminals
4
4

Grupo TMM, S.A.B. and Subsidiaries

José F. Serrano Segovia, who is chairman of the Board of Directors, is married to Maria Josefa Cuevas de Serrano, a member of the Board of Directors as Second Vice-Chairman. Vanessa Serrano Cuevas, the daughter of José F. Serrano Segovia and Maria Josefa Cuevas de Serrano, is First Vice-Chairman.

Compensation

For the year ended December 31, 2018, the aggregate total compensation paid to our directors, alternate directors and executive officers for services in all capacities was approximately $34.3 million. See Item 7. “Major Shareholders and Related Party Transactions.”

Pension, Retirement or Similar Benefits

Seniority premiums, retirement plan obligations (“Pension Benefits”) and other employee compensation payable at the end of employment are based on actuarial calculations using the projected unit credit method. Pension Benefits are based mainly on years of service, age and salary level upon retirement.

Seniority premiums, Pension Benefits and other employee compensation payable upon termination include the amortization of past service costs over the average remaining working lifetime of employees.

Board Practices

Our Bylaws provide that our Board of Directors shall consist of at least seven but not more than 21 directors elected at our annual ordinary shareholders’ meeting to serve until their successors accept their election at the next annual ordinary shareholders’ meeting. The Board of Directors is responsible for the management of the Company. Mexican Securities Law requires that at least 25% of the members of the Board be independent directors.

Audit and Corporate Practices Committee

The Board of Directors maintains an Audit and Corporate Practices Committee composed of independent directors, each with extensive experience in the analysis and evaluation of financial reporting and knowledge of internal controls and procedures for financial reporting. In accordance with Mexican Securities Law and Mexican Corporate Practices, the committee’s responsibilities include, among others:

Audit responsibilities:


◾
overseeing the accounting and financial reporting processes of the Company;


◾
discussing the financial statements of the Company with all parties responsible for preparing and reviewing such statements, and advising the Board of Directors on their approval thereof;


◾
overseeing compliance with legal and regulatory requirements and overseeing audits of the financial statements of the Company;


◾
evaluating the performance of the Company’s external auditor and its independent status 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;

Grupo TMM, S.A.B. and Subsidiaries


◾
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.

Corporate Practices responsibilities:


◾
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 considerer 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.

Code of Ethics

The Company has adopted a Code of Ethics, which applies to its principal executive officer, principal financial officer, and other members of our senior management. We last updated the Code of Ethics in March 2017. The Code of Ethics may be viewed on the Company website at www.tmm.com.mx under the caption “Investors — Corporate Practices.” An English version of this document is available upon written request sent to Grupo TMM, S.A.B., Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 México City, México, Attn: Human Resources.

Grupo TMM, S.A.B. and Subsidiaries

Statutory Auditor

Pursuant to the Mexican Securities Market Law ( Ley del Mercado de Valores ), the surveillance of the Company is entrusted to different committees ( i.e ., Audit and Corporate Practices Committees), as previously described, which replace the role of the Statutory Auditor. At the Extraordinary Shareholders’ Meeting held on December 20, 2006, the Statutory Auditor, Salles Sainz–Grant Thornton, S.C (SSGT), and the alternate Statutory Auditor, were duly replaced by the Audit and Corporate Practices Committee of the Company. However, SSGT continues to serve as the Statutory Auditor for all of our subsidiaries.

Employees

As of March 31, 2019, we had 1,762 employees, approximately 15% of whom were unionized. As of December 31, 2018, we had 1,676 employees, approximately 17% of whom were unionized. The increase in the number of our employees in the first quarter of 2019 is largely due to increases in our maritime operations personnel on board vessels and increases in our staff in the storage business.

As of December 31, 2017, we had 1,494 employees, approximately 17% of whom were unionized. The inecrease in the number of our employees in 2018 is largely due to increases in our maritime operations personnel on board vessels.

As of December 31, 2016, we had 1,499 employees, approximately 25% of whom were unionized. The decrease in the number of our employees in 2017 is largely due to decreases in our Tampico terminal operations.

In accordance with customary practice in Mexico, we negotiate union contracts annually with regard to wages and every two years with regard to other matters, including benefits. We have not experienced a strike since 1987 and believe that relations with our employees are good.

Share Ownership

As of April 24, 2019, Serrano Segovia family held 50,730,627 Shares directly, and the CPO Trustee maintained 19,505,912 Shares of our capital stock in the form of ADSs, including 6,657,560 Shares that are beneficially owned by the Serrano Segovia family. Accordingly, as of such date, the Serrano Segovia family controlled the voting power of our capital stock. The voting power controlled by the Serrano Segovia family varies from time to time, depending upon the number of Shares held by the Serrano Segovia family and by the CPO Trust and others. As of March 31, 2019, other than as set forth below in the section entitled “Major Shareholders,” each of our other directors, alternate directors or executive officers owns less than one percent of our Shares on an individual basis.

Shares were contributed to the CPO Trust established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each Share contributed to the CPO Trust. CPOs constitutes separate negotiable instruments different and apart from the Shares, and afford to their holders only economic rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting. Mexican and non-Mexican investors may hold CPOs without restrictions of any kind. The acquisition of Shares representing 5% or more of the capital stock of Grupo TMM by any person or group of persons (other than the Serrano Segovia family and the CPO Trustee), in one or a series of simultaneous or successive transactions requires the prior approval of the Board of Directors. As of April 24, 2019, the CPO Trustee held CPOs representing an aggregate of 19,505,912 Shares in the form of ADSs.

Grupo TMM, S.A.B. and Subsidiaries

ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table indicates, as of March 31, 2019, unless otherwise indicated, the shareholders that beneficially own 5% or more of our outstanding Shares (the “Major Shareholders”). The percentage of our outstanding Shares owned by each Major Shareholder shown below is based on the 102,182,841 Shares outstanding as of March 31, 2019. For purposes hereof, each Major Shareholder with shared voting or investment authority with respect to certain securities is deemed to beneficially own all such securities.

Shareholder
Number
of Shares
Percentage of
Shares
Outstanding
José F. Serrano Segovia (a)
46,146,243
45.2
%



a)
Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Segovia Family beneficially owns 50,730,627 Shares, including 38,378,778 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.

Change in Percentage Ownership

Mr. José F. Serrano Segovia reported an increase in his percentage ownership from 43.9% of the Shares outstanding as of December 31, 2017 to 45.2% of the Shares outstanding as of December 31, 2018.  No other Major Shareholder has disclosed a significant change in its percentage ownership of Shares during the three years ended December 31, 2018, 2017 and 2016.

Voting Rights and Control

As of April 24, 2019, 19,509,912 Shares were held in the form of ADSs, which have limited voting rights. The Shares held in the form of ADSs are held directly by the CPO Trust. The voting rights for those Shares are exercisable only by the trustee of the CPO Trust, which is required by the terms of the trust agreement to vote such Shares at any shareholders’ meeting in the same manner as the majority of the Shares that are not held in the CPO Trust are voted. Of the 82,672,929 Shares held outside of the CPO Trust as of April 24, 2019, the Serrano Segovia family beneficially owns 44,073,067, or 53.3% of such Shares. As a result, the Serrano Segovia family could direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 9. “The Offer and Listing.” Except for the limited voting rights applicable to their ADSs, none of the Major Shareholders have voting rights that differ from those applicable to other holders of Shares.

Other than the Serrano Segovia family, which may be deemed to control the Company, to our knowledge we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly. We are not aware of any arrangement which may at a later date result in a change of control of the Company.

Related Party Transactions

On February 24, 2016, the Company entered into a venture with TransCanada and Sierra Oil & Gas to jointly develop a liquid terminal project for refined products storage, transportation, and distribution infrastructure to serve the growing demand for refined products such as gasoline, diesel and jet fuel from Tuxpan, Veracruz to the central region of Mexico.

Grupo TMM, S.A.B. and Subsidiaries

In accordance with such venture, Sierra Oil & Gas initially contributed $4.6 million to the capital stock of Optimus, equivalent to the value of the first portion of land contributed by Grupo TMM, with the parties agreeing to joint control of Optimus. In addition, Grupo TMM contributed to Optimus another portion of land at a value of US$6.16 million, with Sierra Oil & Gas to contribute an additional US$6.16 million, for a total additional contribution of US$12.333 million, all of which was to be contributed by Sierra Oil & Gas within the three-year period following May 26, 2016. See Notes 11 and 29 to our Audited Consolidated Financial Statements contained elsewhere herein.

In February 2019, the Company agreed to purchase the 50% of Optimus shares owned by Sierra Oil & Gas for the amount of US$2.6 million, giving the Company full ownership of the liquid terminal project in Tuxpan and resulting in Optimus becoming a wholly owned subsidiary of the Company.

ITEM 8.
FINANCIAL INFORMATION

See Item 18 — “Financial Statements.”

Legal Proceedings

Refined Product Services (“RPS”) Claim

On August 7, 2007, Transportación Marítima Mexicana, S.A. de C.V. (“TMM”) filed a claim for arbitration against RPS for the amount of US$50,000 (approximately $986,770) for various expenses incurred by TMM due to the delay of the delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $59.2 million), alleging that TMM failed to maintain the tanker vessel Palenque, and also filed a claim for consequential damages for losing a contract while the vessel was being repaired. Although it is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this proceeding vigorously.

Mutual Claims Between Worldwide Services, Ltd. (“WWS”) and TMM

In December 2007, TMM and WWS filed claims against each other relating to the charter by us of the vessel Veracruz. TMM’s US$393,731 (approximately $7.8 million) claim related to the fuel costs and low performance of the vessel Veracruz, and WWS’ US$938,000 (approximately $18.5 million) counter claim alleged that the same vessel overperformed and that consequently, TMM owes WWS under the terms of the charter contract.

As part of the defense, TMM filed an application to dismiss the case, arguing that the Tribunal has no jurisdiction since arbitration proceedings were initiated under the name of the wrong claimant. In January 2017, the Tribunal issued a partial award denying our application to dismiss the case. WWS submitted a “claim submission” arguing certain discounts to the claim and TMM replied requesting a “security of costs” from WWS.  To date, WWS has not agreed.  Once WWS accepts the request, we expect a final award will be issued.

Although it is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this proceeding vigorously.

ADEMSA Secured Certificates of Deposit

ADEMSA from time to time issues certificates of deposit relating to agricultural goods held by it. As a result of the crisis that affected Mexican farmers during 2010 and 2011, the resulting fluctuations in the prices of wheat, corn and beans, and exchange rate losses relating to fertilizer transactions, defaults on loan obligations by the producers to which ADEMSA issued secured certificates of deposit in favor of various financial institutions, the goods and/or amounts consigned thereto, which, as a result of the defaults by the producers and the exercise of rights conferred by the certificates, filed claims against ADEMSA for compliance with the obligations to deliver the goods covered or payment of the amounts secured.

Grupo TMM, S.A.B. and Subsidiaries

ADEMSA has been negotiating a financial restructuring to permit the long-term financing of the debts or claims involved. As a result, the Company presents an allowance as of each of December 31, 2018 and 2017 for $2.5 million relating to the obligations of ADEMSA in the event the agreements negotiated with the financial institutions cannot be implemented or if the debts cannot be settled in full during the term and under the conditions of the financing restructuring.  During each of the years ended December 31, 2018 and 2017, the Company has made payments to the financial institutions pursuant to the settlement agreement.

Elimination of the Fiscal Consolidation Regime

On February 13, 2014, we filed an indirect writ of relief ( amparo ) challenging the constitutionality of various provisions related to the elimination of the fiscal consolidation regime, which was among the Mexican tax reforms that went into effect on January 1, 2014.  See Item 4. “Information on the Company – Regulatory Framework – Mexican Tax Reforms” and Note 31(e) to our Audited Consolidated Financial Statements contained elsewhere herein. In our writ, we have offered various arguments that we believe demonstrate that various aspects of the tax reform violate the constitutional guarantees of proportionality, legality, and legal certainty, and also various human rights recognized by the Mexican Constitution and in international treaties to which Mexico is party. On February 16, 2016, the court issued a ruling rejecting our constitutional challenge. We appealed this ruling on March 17, 2016 and on September 13, 2017,  the court rejected our appeal.  On April 10, 2018, the Mexican Supreme Court issued a ruling affirming the rejection of our appeal.  As a result, the matter has definitively concluded, and there has been no effect on the Company.

Given the diversity of procedures in the tax laws to determine the effects of deconsolidation required by these reforms, the various criteria to be used, and the possible results of the acts contested in our writ of relief, our Financial Statements do not include any disclosure regarding deconsolidation as there is no certainty as to the application of a specific procedure.

2005 Tax Liabilities Claim

TMM has initiated an appeal to secure the annulment of various tax liabilities asserted by the Mexican tax authorities concerning the 2005 tax year.

On November 5, 2012, the former Federal Court of Tax and Administrative Justice ruled that TMM’s appeal for annulment could proceed. That appeal for annulment was referred to the Metropolitan Regional First Division of the Federal Court of Tax and Administrative Justice.

On January 30, 2018, TMM was notified that the matter was forwarded to the full Federal Tax Court sitting en banc of Mexico City.  No ruling has been handed down by the court as of the date of this Annual Report.

Claim of Grupo TMM against SSA Mexico, S.A. de C.V. (“SSA”)

On August 12, 2016, Grupo TMM initiated arbitration proceedings against SSA, seeking compensation in the amount of $119,673 for the improper use of tax losses by SSA.

On April 12, 2018, the parties submitted their respective positions to the arbitral tribunal, which is expected to issue an award in the coming months. Although it is impossible to predict the outcome of any arbitral proceeding, Management believes that the Company has strong arguments to support its claim.

On June 20, 2018, the arbitral tribunal issued a final award absolving SSA of the claim but ordering it to reimburse TMM the amount of US$335,150 for arbitration expenses plus the amount of US$29,580 for costs associated with the hearings that had been paid on SSA’s behalf by TMM.  SSA has paid TMM these amounts in full.

Grupo TMM, S.A.B. and Subsidiaries

Motions for Annulment of Various Tax Provisions

During 2018 and 2017, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT) challenging (i) the rejection of deductions (tax year 2007), (ii) modifications to the Fiscal Consolidation Regime for controlled companies (tax year 2005), (iii) deferred income tax on consolidation (tax year 2010), and (iv) the termination of the consolidation regime (tax year 2013).  These motions remain pending before the courts.

Other Legal Proceedings

We are a party to various other legal proceedings and administrative actions, all of which are of an ordinary or routine nature and incidental to our operations. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of our management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or liquidity. For information regarding our pending tax assessment, see Note 28(e) to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

In considering whether accrual of a loss contingency is necessary in connection with legal claims outstanding that could, both individually or in the aggregate, have a material effect on the financial condition or operating results of the Company, the Company evaluates the requirements of paragraph 14 of IAS 37 to determine whether the Company has a present obligation (legal or constructive), whether it is probable that an outflow of resources will be required in order to settle the obligation, and whether the amount of the obligation can be reliably estimated.  Based on management’s review and analysis of the legal claims outstanding for the fiscal year ended December 31, 2017, the Company concluded that it did not have a present obligation in respect of any legal claims outstanding other than the mutual claims described above.

Dividends

At shareholders’ meetings, shareholders have the ability, at their discretion, to approve dividends from time to time. No dividend has been declared since 1997.

Significant Changes

See Item 4. “Information on the Company — Business Overview — Recent Developments.”

ITEM 9.
THE OFFER AND LISTING

Trading Markets

Our Series A Shares started trading on the Bolsa Mexicana de Valores, S.A. de C.V . (the “Mexican Stock Exchange” or the “Bolsa”) on September 24, 1980 and our Series L Shares began trading on August 9, 1991. In June 1992, L Share ADSs, each representing one Series L Share, were issued by Citibank, N.A. as depositary in exchange for Rule 144A ADSs as part of an initial public offering, and commenced trading on the NYSE. On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation ( sociedad anónima ). Following the reclassification, we had 56,963,137 Series A Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.

As a result of the promulgation of the new securities law in Mexico in June of 2006, public companies were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. On December 20, 2006, the Company added the term “ Bursátil ” to its registered name to comply with the requirements under Mexico’s new securities law or Ley del Mercado de Valores , resulting in Grupo TMM, Sociedad Anónima Bursátil , or Grupo TMM, S.A.B.  In addition, the Series A Shares of the Company were renamed and are now referred to as nominative common shares, without par value (“Shares”). The rights afforded by these new Shares are identical to the rights afforded by the former Series A Shares.

Grupo TMM, S.A.B. and Subsidiaries

Our Shares continue to trade in Mexico on the Mexican Stock Exchange under the ticker symbol TMMA. In the United States, our ADSs, each representing five CPOs, trade on the OTC market under the ticker symbol GTMAY following their delisting from the NYSE on June 12, 2012.  Our ADSs continue to be registered under the U.S. Securities Exchange Act of 1934 and are issued and exchanged in New York by The Bank of New York Mellon, which replaced Citibank, N.A. as depositary on December 18, 2009. As of April 24, 2019, of the 102,182,841 outstanding Shares, 19,505,912 were held in the form of ADSs.

The CPOs do not trade independently of the Shares on the Bolsa. In the event that CPOs are sold to a Mexican national, the Shares underlying such CPOs will be delivered directly to the purchaser through S.D. Indeval, S.A. de C.V. (“Indeval”). Indeval is a privately owned central securities depositary that acts as a clearing house, depositary, custodian, settlement, and transfer agent and registration institution for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Because non-Mexican nationals cannot acquire direct interests in the Shares, in the event that the purchaser of such Shares is not a Mexican national, such Shares must be delivered in the form of CPOs through Indeval.

Limitations Affecting ADS Holders and CPO Holders

Each Share entitles the holder thereof to one vote at any of our shareholders’ meetings. Holders of CPOs are not entitled to vote the Shares underlying such CPOs. Such voting rights are exercisable only by the CPO Trustee, which is required to vote all such Shares in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting.

Whenever a shareholders’ meeting approves a change of corporate purpose, change of domicile or restructuring from one type of corporate form to another, any shareholder who has voted against such change or restructuring has the right to withdraw as a shareholder and receive an amount equal to the book value of its shares (in accordance with our latest balance sheet approved by the annual ordinary general shareholders’ meeting), provided such shareholder exercises its right to withdraw during the 15-day period following the meeting at which such change or restructuring was approved. Because the CPO Trustee is required to vote the Shares held in the CPO Trust in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting, appraisal rights will not be available to holders of CPOs.

Share Repurchase Program

On December 14, 2007, the Company announced that its Board of Directors had given its approval to constitute a reserve fund to repurchase Shares during their meeting held in November of that year. The Share repurchase program was also approved by the Company’s shareholders at a shareholders’ meeting. The program was approved for an amount of up to US$10 million (approximately $196.6 million). The Company has repurchased 1,577,700 Shares under the program since its approval in 2007.

ITEM 10.
ADDITIONAL INFORMATION

Share Capital

Not applicable.

Memorandum and Articles of Association

The following is a summary of the provisions of the Bylaws ( Estatutos Sociales ) of Grupo TMM and is qualified in its entirety by the actual provisions within the Bylaws themselves and applicable provisions of the General Law of Mercantile Companies ( Ley General de Sociedades Mercantiles ) and the Mexican Securities Law ( Ley del Mercado de Valores ). For a description of the provisions of our Bylaws relating to our Board of Directors, General Director, Special Committees and Statutory Auditors, as well as Audit and Corporate Practices Committee, see Item 6. “Directors, Senior Management and Employees.”

Grupo TMM, S.A.B. and Subsidiaries

Organization and Register

We were incorporated in the United Mexican States as a sociedad anónima, as evidenced by public deed number 26,225 dated August 14, 1987. We amended our Bylaws on August 29, 2002 in connection with the reclassification of our Series A Shares and Series L Shares.

On June 4th, 2008, certain articles of the Company’s Bylaws were modified at the General Shareholders’ Meeting. The modification to Article 14 added further restrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares. Article 25 was modified in order to comply with the Mexican Exchange Law (Ley del Mercado de Valores). Finally, Article 27 was modified to clarify which shareholders are required to sign the Shareholders’ Meeting Attendance Sheet. This General Shareholders’ Meeting was properly formalized in public deed number 18,196 (filing before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

On December 15, 2009, certain articles of the Company’s Bylaws were modified at the General Shareholders’ Meeting. The modification to Article 6 approved a capital increase. This General Shareholders’ Meeting was properly formalized in public deed number 21,851 (filed before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

Our statement of corporate purposes authorizes us to engage in, among other things, shipping and transportation services, the development, organization and management of all types of companies or entities, the acquisition of shares or units of the capital stock of other companies or entities, and generally, to carry out and execute all acts, transactions, agreements and operations of any nature as may be necessary or convenient in furtherance of our corporate purposes.

Board of Directors

Our business and affairs are managed by the Board of Directors and by a General Director. The Board of Directors consists of not more than 21 nor fewer than seven persons, provided that at least 25% of the directors are independent. Our directors are elected annually at the Annual General Shareholders’ Meeting. The Board of Directors shall always have a Chairman, a First Vice-Chairman and a Second Vice-Chairman and other Directors.

The directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of their appointment. The directors may be re-elected and, in case of the failure to appoint their substitute or if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up to 30 calendar days following the date of expiry of the term for which they were appointed:

Position in the Board of Directors
Term
Chairman
7 years
First Vice-Chairman
7 years
Second Vice-Chairman
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)
Other Directors
1 year
Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.

In the event of the permanent absence of the Chairman or of any of the Vice-Chairmen, the Board of Directors, at the first meeting held after said permanent absence shall temporarily appoint from among its members or persons outside the same, the director or directors that shall fill relevant vacancies. Also, in the event of resignation or permanent absence of any of the other directors, the Board of Directors shall make the appointments of temporary directors as may be required for the continuance of the Board’s integration and duties. In both cases, a General Ordinary Shareholders’ Meeting shall be called as soon as possible to ratify or make definitive appointments of the relevant directors and, in any case, in the absence of said call, the first General Shareholders’ Meeting held after any of said events shall carry out the final appointment.

Grupo TMM, S.A.B. and Subsidiaries

The Board of Directors shall appoint a Secretary and a Deputy Secretary, who shall not be a part of the Board of Directors. Said Secretary and Deputy Secretary may at any time be removed by the Board of Directors and their temporary and final absences shall be covered by the persons appointed by the Board of Directors. Despite the fact that the Secretary and the Deputy Secretary are not members of the Board of Directors of the Company, they may sign jointly or severally and instruct the publication of any call to the Shareholders’ Meeting of the Company ordered or resolved by the Board of Directors or the Audit and Corporate Practices Committee.

The meetings of the Board of Directors may be ordinary or extraordinary. The ordinary meetings shall be held periodically on the dates and times designated by such Board of Directors, provided that such Board of Directors meets at least 4 times during each fiscal year. The extraordinary meetings shall be held when the Chairman of the Board of Directors determines or at the request of 25% of the directors. The Board of Directors shall meet at the Company’s registered office or at any other place in Mexico or abroad as determined beforehand in the respective call. The meetings of the Board of Directors shall be presided over by the Chairman and in his absence, by the alternate Chairman and, in the absence of the alternate Chairman, by any director designated by the directors present at the meeting in question, by a majority of votes.

In order for a Board of Directors meeting to be valid, at least half of the directors that make up the Board of Directors from time to time must be in attendance and the Chairman and a Vice-Chairman shall always and in any event be in attendance. If a meeting of the Board of Directors may not be held due to the lack of quorum or the absence of the Chairman and a Vice-Chairman, the call shall be repeated as many times as needed. In order for the resolutions of the Board of Directors to be valid, the favorable vote of the majority of the directors present at the meeting in question is required. In the event of a tie, the Chairman of the Board of Directors, or his alternate, as applicable, shall have the tie-breaking vote.

For resolutions of the Board of Directors to be valid in connection with the matters listed below, the favorable vote of (i) the Chairman of the Board of Directors and (ii) the First Vice-Chairman or the Second Vice-Chairman is required. The following matters shall be decided upon exclusively by the Board of Directors 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

Grupo TMM, S.A.B. and Subsidiaries


6.
The establishment of any committee of the Company other than the Audit and Corporate Practices Committee.

The Board of Directors shall primarily have the duty of establishing general strategies for the direction of the business of the Company and its subsidiaries and that of overseeing the management and direction of the same and the performance of the relevant managers or officers. Such Board may establish one or more committees. In any event, the Company shall establish one or more committees in charge of the duties of audit and corporate practices.

General Director

The General Director, or Chief Executive Officer, shall be in charge of the day-to-day management of the Company, the direction and execution of the businesses of the Company and of its subsidiaries, subject to the strategies, policies and guidelines approved by the Board of Directors or, as the case may be, by committees created pursuant to the corporate Bylaws.

In order to fulfill his duties, the General Director shall have the powers granted to him by the Board of Directors at the time of his appointment or at any other time after his appointment. For the exercise of his duties and activities and the fulfillment of his obligations, the General Director shall be assisted by all the relevant managers and other employees of the Company and of the corporations controlled by the Company.

Audit and Corporate Practices Committee

The Board of Directors of the Company must establish a committee to carry out the audit and corporate practices functions that shall be integrated by at least three independent directors appointed by the Board of Directors, which members are proposed by the Chairman. The foregoing notwithstanding, the Chairman of the Audit and Corporate Practices Committee must be appointed and/or removed from his position exclusively by the General Shareholders’ Meeting and he must always be an independent director. The Chairman of the Audit and Corporate Practices Committee in no event whatsoever may preside over the Board of Directors.

The oversight of the management, direction and execution of the business of the Company and of its subsidiaries shall be entrusted to the Board of Directors through the aforementioned Audit and Corporate Practices Committee, as well as through the individuals or corporations that carry out the external audit of the Company for each fiscal year.

Capital Stock

To conform to the provisions of the new Mexican Securities Law, our Series A Shares of capital stock were converted into nominative common shares without par value (“Shares”), thereby deleting any series. The rights of the Series A Shares and the Shares are identical.

Consequently, our total capital stock is made up of 103,760,541 Shares, of which 1,577,700 are held in treasury. As a result of a translation adjustment effective January 1, 2012, our stated total capital stock increased by $994,720,659 from $1,222,011,712. Accordingly, our total stated capital stock is $2,216,732,371.

Registration and Transfer

All Shares are evidenced by share certificates in registered form. Mexican law requires that all shares be represented by a certificate, although a single certificate may represent multiple shares of stock. Certificates may be issued in the name of the registered holder. All of our share certificates are issued in the name of the registered holder. Mexican law also requires that all transfers, encumbrances and liens on nominative shares must be recorded in the share registry book and are only enforceable against us and third parties after such registration occurs. S.D. Indeval, S.A. de C.V. (“Indeval”) is the registrar and transfer agent for the Shares held in book-entry form. A global certificate representing all Shares in book entry form is deposited at Indeval. Shareholders holding their share certificates directly are required to be recorded as such by the secretary of the Company in our share registry book.

Grupo TMM, S.A.B. and Subsidiaries

Shareholders’ Meetings

Shareholders are entitled to vote on all matters at ordinary or special shareholders’ meetings. The Board of Directors will convene an Annual Shareholders’ Meeting at least once a year on the date determined by the Board of Directors within the first four months following the end of the fiscal year. In addition to dealing with the matters included on the agenda, the shareholders’ meeting should discuss, approve or modify the report of the Board of Directors, of the General Director and of the committee(s) that carry out the duties of corporate and audit practices, related to (i) the day-to-day conduct of business, (ii) the general balance sheet, (iii) the statement of income and losses, (iv) the statement of changes in financial position, and (v) the statement of the change in shareholders’ equity for such fiscal year. At such meeting directors shall also be appointed as per our Bylaws for the next fiscal year and their compensation shall be determined.

All notices of shareholders’ meetings shall be published once in the official newspaper of the domicile of the Company and in one of the newspapers of major circulation in such domicile, at least 15 days prior to the date scheduled for the meeting to be held. In order for the Ordinary Shareholders’ Meetings to be considered legally convened as a result of the first call, at least half of the capital stock in circulation at that time must be represented thereat, and the resolutions of such meeting shall be valid when passed by a majority of the votes present.

Ordinary Shareholders’ Meetings require the attendance of shareholders holding at least half the shares that have the right to attend such meetings, and the affirmative vote of a majority of the holders present at any such meeting, in a first call, and in a second call, the affirmative vote of majority holders of shares that have the right to attend any such meeting irrespective of the number of shares presents thereat, in order to take action.

Extraordinary Shareholders’ Meetings require the attendance of shareholders holding at least 75% of the shares that have the right to attend and vote at any such meetings, and the affirmative vote of at least half the issued and outstanding shares having such voting right, in a first call, and in a second or subsequent call, the attendance and affirmative vote of at least half the issued and outstanding shares having the right to attend and vote at any such meeting in order to take action.

Shareholders may be present or represented by a simple proxy at shareholders’ meetings. Directors and statutory auditors of the Company may not represent any shareholder at any shareholders’ meeting.

In order to attend any meeting, shareholders must obtain an admission card prior to the meeting from Indeval or another financial institution in the United Mexican States or abroad. Such financial institution must notify the Company (telegraphic or facsimile means are authorized) of the name of the depositor, the number of shares deposited and the date on which the deposit was made. Admission cards to shareholders’ meetings may be regularly obtained through authorized brokers in the United Mexican States which, together with the list issued by Indeval, will be sufficient for any shareholder to obtain the corresponding admission card.

Limitation on Share Ownership

Mexican law and our corporate charter prohibit ownership of Shares by foreign investors. Any acquisition of Shares in violation of this charter provision would be null and void.

Any foreigner who acquires any interest or participation in our capital stock through CPOs will be considered a Mexican citizen insofar as Mexican law and we are concerned (except with respect to the right to own Shares) and will be deemed to understand and agree that such foreigner may not invoke the protection of his government in connection with his interest or participation in the Company, under penalty of forfeiture of such interest or participation in favor of the United Mexican States.

Grupo TMM, S.A.B. and Subsidiaries

We contributed Shares of our capital stock to the Master Neutral Investment Trust (Fideicomiso Maestro de Inversion Neutra) (the “CPO Trust”) established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each of our Shares contributed to the CPO Trust. CPOs constitute separate negotiable instruments different and apart from our Shares, and afford to their holders only economic rights attaching to Shares. Consequently, holders of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting.

Prior to its termination date, the CPO Trustee will sell Shares held by the CPO Trust, and deliver the proceeds thereof to CPO holders in proportion to their respective CPO holdings. Alternatively, we may establish a new trust to enable continued foreign equity participation in the Company. Although, we will endeavor to establish a new trust to substitute the CPO Trust, no assurance can be made that we will in fact establish or be able to establish such new trust.

Mexican and non-Mexican investors may hold CPOs without restrictions of any kind.

We note that because CPOs are negotiable instruments separate and apart from Shares of the Company, holders of CPOs do not qualify as shareholders, and may not exercise the minority rights afforded by the General Law of Mercantile Companies and Mexican Securities Law of the United Mexican States, except for the right to exercise a derivative action for civil liability against the Directors and relevant officers of the Company or its subsidiaries, as further detailed in section entitled “Minority Rights” below.

Acquisition of Share Capital

On December 20, 2006, the Company amended Article 14 of its Bylaws to provide that the consent of the Board of Directors would be required for acquisitions that would result in any person or group of persons acquiring five percent or more of our Shares whether in a single transaction or in several simultaneous or successive transactions, notwithstanding the number of shares that such person may own at such time. If the approved process is not complied with, the acquirer will not be entitled to vote the acquired Shares. The approved process will apply only to direct acquisitions of Shares and not to CPOs and ADSs. In addition, the acquisition of Shares by any Mexican national may also be subject to the applicable provisions of Mexican antitrust laws. The Board is required to resolve with respect to any request for authorization to acquire five percent or more of our Shares within a period of three months following the request and to take into account certain criteria as set forth in our Bylaws that relates to the consequences affecting the Company by such acquisition. Notwithstanding this restriction, in the event of a public offering for the acquisition of 100% of our Shares, no authorization by the Board of Directors in connection with such public offering is necessary and the Board of Directors is required by law to render an opinion related to the terms and conditions of such public offering which opinion is to be rendered pursuant to applicable regulations. Our Bylaws provide that any amendment to the aforementioned provision may only be approved at a General Extraordinary Shareholders’ Meeting, at which shares representing five percent or more of the capital stock of the Company have not voted against.

On June 4, 2008, Article 14 of the Company’s Bylaws was further modified at the General Shareholder’s Meeting.  These modifications added further restrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares.

Rights

1. Applicable to Shareholders, CPOs holders and the CPO Trustee

The shareholder, or group of shareholders representing at least five percent or more of the capital stock, may exercise a derivative action for civil liability against the directors and relevant officers of the Company, provided the complaint includes the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the capital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.

Grupo TMM, S.A.B. and Subsidiaries

Pursuant to the Mexican Securities Law, CPOs or ADSs holders, as well as the CPO Trustee, may also exercise the aforementioned civil liability action.

2. Applicable to Shareholders

The shareholder or group of shareholders representing at least 20% or more of the capital stock may oppose in court the resolutions of the General Shareholders’ Meetings, provided (i) the complaint is filed within the 15 days following the adjournment of the Shareholders’ Meeting, (ii) the plaintiffs have not attended the Shareholders’ Meeting or they have cast their vote against the resolution, and (iii) the complaint states the clause of the Company’s Bylaws or of the legal norm violated, as well as a description of the violation. Shareholders exercising such opposition right must deposit their Shares before a Notary Public or an authorized financial institution and their complaint shall be accompanied by evidence of such deposit. Deposited shares may not be withdrawn until a final judgment is rendered.

The shareholder or group of shareholders representing at least 10% of the capital stock shall be entitled to appoint, at the Annual General Ordinary Shareholders’ Meeting held in order to elect directors, a Regular Member and, as the case may be, his respective alternate. The appointment of any director carried out by a minority may only be reversed when all other directors are also removed, unless the removal is attributable to a justified reason according to the applicable law.

Holders of 10% or more of the capital stock of the Company may require the Chairman of the Board of Directors or of the Audit and Corporate Practices Committee to call a General Shareholders’ Meeting.

The shareholder or group of shareholders representing, at least, 10% of the shares represented at a Shareholders’ Meeting may request that the voting on any matter of which they are not sufficiently informed be postponed and in said case the voting on said matter shall be postponed for three calendar days, without the need for a new call. This right may be exercised only once for the same matter.

In addition, shareholders are entitled to (i) review all information and documents pertaining to the matters for which a Shareholders’ Meeting has been called at the offices of the Company and within at least 15 calendar days of the scheduled date of the meeting; (ii) request that certain relevant issues be dealt with at the meeting that were not originally on the agenda for the meeting, if called for under sundry or general matters in the relevant call for the meeting; (iii) be represented at the meeting by persons designated by them pursuant to standard proxy forms that are to be made available by the Company with at least 15 calendar days prior to the date scheduled for the meeting which will contain the name of the Company, the matters to be discussed at the meeting and spaces for instructions as to the manner of the vote; and (iv) execute agreements between or among different shareholders provided that any such shareholders’ agreement(s) must be disclosed to the Company within five business days following the date of their execution for disclosure thereof to the public through the relevant stock exchanges and disclosure of their existence in the annual reports of the Company, and provided further that such agreements will not affect any voting at any Shareholders’ Meeting of the Company, may not be enforced against the Company and will only be effective among the executing shareholders upon disclosure to the public as aforesaid.

Limitation of Officers’ and Directors’ Liability

In addition to voting for directors at the Annual Shareholders’ Meeting, shareholders are asked to vote upon the financial statements of the Company and the annual reports of the Board of Directors, the Audit and Corporate Practices Committee, and the General Director. If the holders of a majority of the votes entitled to be cast approve management’s performance, all shareholders are deemed to have released the directors and officers from claims or liability to us or our shareholders arising out of actions taken or any failure to take actions by any of them on our behalf during the prior fiscal year, with certain exceptions. Officers and directors may not be released from any claims or liability for criminal acts, fraud, self-dealing or gross negligence.

Members of the Board of Directors and the officers of the Company shall not incur, individually or jointly, any responsibility for the damages and/or losses they may cause to the Company or its subsidiaries or of entities in which the Company owns 20% or more of the capital stock thereof, derived from acts executed by, or decisions made, by any of them, to the extent that acting in good faith, any of the following exclusions of responsibility applies:

Grupo TMM, S.A.B. and Subsidiaries


(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.

We shall indemnify and hold the directors, the General Director and all other relevant managers of the Company or of the mercantile corporations controlled by the Company harmless from all damages and/or losses that their performance may cause to the Company and the corporations controlled by the Company or in which it has a significant influence, except in the event of deceitful acts or acts in bad faith, unlawful acts in accordance with the applicable legislation or whose indemnity, pursuant to said legislation may not be agreed or granted by the Company. For said purposes, we may obtain liability insurance or any similar insurance and grant any bonds and bails that may be necessary or convenient. All legal costs related to the respective defense shall be payable by us against general expenses, which shall only be refunded to the Company by the director in question, the General Director or the relevant manager in question, when required pursuant to a firm court order releasing the Company from its indemnity obligations.

Liquidation Rights

Any liquidation of the Company shall be carried out in the manner provided under the valid General Law of Mercantile Companies. The shareholders’ meeting, in the act of agreeing to the dissolution, should establish the rules that, in addition to the legal provisions and the provisions provided herein, should dictate the actions of the liquidators. Holders of 75% of the votes entitled to be cast are required to approve a liquidation of the Company.

Dividends

Dividends are declared by the shareholders. All holders of common stock (represented by Shares, CPOs or ADSs) will share equally on a per share basis in any dividend declared by our shareholders.

Certain Voting Rights

Our only class of outstanding capital stock consists of Shares. Shares, when properly issued, are fully voting shares of capital stock without par value.

Preemptive and Other Rights

In case of a capital increase, except in the case of treasury shares (in which case no preemptive rights applies), the holders of Shares have the preemptive right to subscribe for the new shares issued as a result of a capital increase, in proportion to the number of Shares owned by each of them.

Material Contracts

See Item 5. “Operating and Financial Review and Prospects — Liquidity and Capital Resources.”

Grupo TMM, S.A.B. and Subsidiaries

Exchange Controls

There are currently no exchange controls in Mexico; however, Mexico has imposed foreign exchange controls in the past. Pursuant to the provisions of NAFTA, if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors.

United States Federal Income and Mexican Federal Taxation

The following is a summary of certain United States federal income tax and certain Mexican federal tax consequences related to the acquisition, ownership, and disposition of our ADSs by certain holders.

The Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and a Protocol thereto between the United States and Mexico became effective on January 1, 1994 and has been amended by additional protocols (collectively, the “Tax Treaty”).  The United States and Mexico have also entered into an agreement concerning the exchange of information with respect to tax matters.

This summary is not intended as tax advice to any particular holder of ADSs, which can be rendered only in light of that holder’s particular circumstances. Accordingly, each holder of ADSs is urged to consult such holder’s tax advisor with respect to the specific tax consequences to such holder of the acquisition, ownership and disposition of our ADSs, including the availability and applicability of any tax treaty to such holder.

The summary with respect to certain United States federal income tax consequences is based on the Internal Revenue Code of 1986 (the “Code”), the Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date of this Annual Report and as applicable in the current taxable year, and all of which are subject to change, possibly with retroactive effect, or to different interpretations.  The summary with respect to certain Mexican federal taxes is based on the Mexican federal tax laws, the Tax Treaty, regulations issued thereunder, rulings and general rules issued by the Ministry of Finance and Public Credit ( Secretaría de Hacienda y Crédito Público ), official pronouncements and judicial decisions, all as of the date of this Annual Report, and all of which are subject to change, possibly with retroactive effect, or to different interpretations.

General

For purposes of this summary, a “U.S. holder” means a beneficial owner of ADSs, who is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state therein or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of source, or (iv) a trust, if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in place to be treated as a United States trust.  A “non-U.S. holder” is any holder other than a U.S. holder.  The tax treatment of persons who hold their ADSs through a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) generally will depend upon the status of the partner and the activities of the partnership.  Partners in a partnership holding ADSs should consult their tax advisors.

For purposes of this summary, a “non-resident U.S. holder” is a U.S holder that is a non-resident of Mexico for Mexican federal tax purposes and that does not have a permanent establishment in Mexico.  In general, for Mexican federal tax purposes, an individual is a resident of Mexico if he has established his home in Mexico, unless he has a home both in Mexico and abroad; in such case, an individual will be considered to be a resident of Mexico if the individual’s “center of vital interests” is in Mexico. For these purposes, the center of vital interests will be considered to be located in Mexico, among other cases, if either (i) more than 50% of the individual’s total income in a calendar year is derived from sources in Mexico, or (ii) the main center of the individual’s professional activities is located in Mexico. Mexican nationals who are state officials or state workers are deemed to be residents of Mexico, even though their individual center of vital interests is located abroad.  A Mexican national is presumed to be a resident of Mexico unless such person can demonstrate otherwise.  A legal entity is a resident of Mexico if it maintains the principal administration of its business or the effective location of its management in Mexico.  If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican federal income tax purposes, all income attributable to such permanent establishment will be subject to Mexican federal income tax, in accordance with applicable laws.

Grupo TMM, S.A.B. and Subsidiaries

If an individual or legal entity ceases to be a resident of Mexico for Mexican federal tax purposes, such individual or legal entity must make certain filings with the Mexican tax authorities generally within a 15-day period before its change of residency.

A non-resident of Mexico is an individual or legal entity that does not satisfy the requirements to be considered a resident of Mexico for Mexican federal tax purposes.

Certain Mexican Federal Tax Consequences

This summary of certain Mexican federal tax consequences relates only to non-resident U.S. holders of our ADSs.  This summary does not address all of the Mexican tax consequences that may be applicable to specific holders of the Shares (including a holder that controls the Company, an investor that holds 10% or more of the Shares or holders that constitute a group of persons for purposes of Mexican law).

Dividends — Dividends distributed from net taxable profits generated after or during 2014, either in cash or in any other form, paid with respect to the Shares underlying the CPOs represented by our ADSs generally will not be subject to a 10% Mexican withholding tax. Our ADSs are not subject to Mexican withholding tax if such dividends were distributed from the net taxable profits generated before 2014.

Capital Gains — Capital gains arising from the sale or other disposition of our ADSs carried out through a stock exchange recognized under applicable Mexican tax law, generally will be subject to a 10% Mexican income tax to be withheld by the financial intermediary, except in cases when the transferor asserts its residency in a country with which Mexico has entered into a tax treaty for the avoidance of double taxation, in which case the non-resident holder will not be subject to Mexican tax.

In compliance with certain requirements, gains on the sale or other disposition of ADSs made in circumstances different from those set forth in the prior paragraph generally would be subject to Mexican tax, at the general rate of 25% of the gross income, regardless of the nationality or residence of the transferor. However, under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of our ADSs in a transaction that is not carried out through the Mexican Stock Exchange or other approved securities markets, so long as the holder did not own, directly or indirectly, 25% or more of our outstanding capital stock (including shares represented by our ADSs) within the 12-month period preceding such sale or other disposition.

Deposits and withdrawals of ADSs will not give rise to any Mexican tax or transfer duties.

In general, commissions paid in brokerage transactions for the sale of our ADSs on the Mexican Stock Exchange are subject to a value-added tax of 16%.

Other Mexican Taxes — There are no Mexican inheritance, succession taxes or value-added taxes applicable to the ownership, transfer or disposition of our ADSs.  Gratuitous transfers of our ADSs may, in some circumstances, subject the recipient to Mexican federal income tax.  There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-resident U.S. holders with respect to our ADSs.

Certain United States Federal Income Tax Consequences

U.S. Holders

Grupo TMM, S.A.B. and Subsidiaries

The following is a summary of certain United States federal income tax consequences to U.S. holders of the acquisition, ownership and disposition of ADSs.  This discussion does not purport to be tax or legal advice and may not be applicable depending upon a U.S. holder’s particular situation.

Each U.S. holder should consult such U.S. holder’s own tax advisor with respect to the current and, possibly future, U.S. federal, state, local and foreign tax consequences to such U.S. holder of the acquisition, ownership and disposition of ADSs.

This summary is directed solely at U.S. holders that hold their ADSs as capital assets and whose functional currency is the Dollar.  This summary does not discuss all of the U.S. federal income tax consequences that may be relevant to U.S. holders, particularly those that may be subject to special treatment under U.S. federal income tax laws, such as partnerships, banks, financial institutions, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt investors, expatriates, former long-term U.S. residents, U.S. holders that reside outside the United States, persons who received shares in return for services rendered or in connection with their employment, securities traders who elect to account for their investments in ADSs on a mark-to-market basis, persons that own (or are deemed to own for U.S. tax purposes) 10% or more of the voting stock or value of the Company, or persons that hold their ADSs as part of a hedge, straddle, conversion or other integrated transaction.  This summary does not discuss any United States federal estate, gift or alternative minimum tax consequences or the tax laws of any state, local or foreign government that may be applicable.

For United States federal income tax purposes, a holder of an ADS generally will be treated as the beneficial owner of the CPOs represented by such ADS and such CPOs should represent a beneficial interest in the underlying Shares represented by such CPOs.

Distributions — Distributions with respect to our ADSs that are paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in the gross income of a U.S. holder as dividend income when the distributions are received by CPO trustee, and, in general, will not be eligible for the dividends received deduction otherwise allowable to U.S. holders that are corporations. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a nontaxable return of the U.S. holder’s adjusted tax basis in its ADSs to the extent of such tax basis, and then as gain from the sale or exchange of a capital asset.

A U.S. holder may be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign tax credit in respect of any Mexican income taxes withheld on dividends received in respect of the ADSs. Subject to certain limitations, a U.S. holder who does not elect to claim a credit for any foreign income taxes paid during the taxable year may instead claim a deduction in respect of such income taxes provided the U.S. Holder elects to deduct (rather than credit) all foreign income taxes for that year. Dividends received in respect of ADSs generally will be treated as foreign-source income, subject to various classifications and other limitations and generally will be treated as passive category income for most U.S. Holders. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex, and U.S. holders should consult their own tax advisors regarding the availability of foreign tax credits under their particular circumstances.

The amount of any dividend paid in Pesos will be includible in a U.S. Holder’s gross income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the pesos are actually or constructively received by the CPO trustee, regardless of whether the Pesos are converted into Dollars at that time. A U.S. holder will have a basis in the Pesos received equal to their Dollar value on the date of receipt. If the distribution is converted into Dollars on the date of receipt, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Any gains or losses resulting from the conversion of Pesos into Dollars after the date on which the distribution is received generally will be treated as U.S. source ordinary income or loss.

Grupo TMM, S.A.B. and Subsidiaries

Subject to certain exceptions for short-term and hedged positions, certain dividends received with respect to the ADSs by an individual U.S. holder may be subject to United States federal income tax at preferential rates applicable to long-term capital gain if the dividends are “qualified dividends.” Qualified dividends with respect to an individual U.S. holder generally include dividends that are received from a “qualified foreign corporation”, provided the U.S. holder meets certain holding period requirements with respect to its ownership of such qualified foreign corporation. A qualified foreign corporation generally includes a foreign corporation if (A) (i) its shares, including its ADSs, are readily tradable on an established securities market in the United States, or (ii) it is eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service (“IRS”) has approved for purposes of the qualified dividend rule, and (B) it was not a passive foreign investment company (“PFIC”) in the taxable year in which the dividend was paid or in the preceding taxable year. The U.S. Treasury has approved the Tax Treaty for the purposes of the qualified dividend rules, and we believe that we should be eligible for the benefits of the Tax Treaty. Further, as discussed below, we believe that we are not a PFIC. Therefore, we believe that dividends paid to an individual U.S. holder with respect to the ADSs may be subject to U.S. federal income tax at preferential rates applicable to long-term capital gain, provided such U.S. holder otherwise meets the requirements for the application of such rate. U.S. holders should consult their tax advisers regarding the availability of the preferential dividend tax rates in light of their particular circumstances.

Dispositions — In general, upon the sale or other disposition of ADSs, a U.S. holder will recognize gain or loss equal to the difference between the amount realized on the sale or disposition (in Dollars, generally determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency) and the U.S. holder’s adjusted tax basis in the ADSs (in Dollars). The gain or loss generally will be long-term capital gain or loss if the ADSs have been held for more than one year on the date of the sale or other disposition. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.  Deposits and withdrawals of CPOs by a U.S. holder in exchange for ADSs generally will not result in the realization of gain or loss for U.S. federal income tax purposes.  Gain or loss recognized by a U.S. holder on a sale or other disposition of ADSs generally will be treated as gain or loss from sources within the United States for United States foreign tax credit purposes.

In addition, under current law, certain U.S. Investors that are individuals, estates or trusts are required to pay an additional 3.8% tax on various types of investment income. Such U.S. Investors should consult their tax advisors regarding the effect, if any, of the applicability of this tax with respect to an investment in our ADSs.

PFIC — A non-U.S. corporation is a PFIC for any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries:


•
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.

“Passive income” for this purpose includes, for example, dividends, interest, royalties, rents and gains from commodities and securities transactions. Passive income does not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation’s assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income for purposes of the PFIC income and asset tests.

We believe that we were not a PFIC for United States federal income tax purposes for the 2018 taxable year and we do not anticipate being a PFIC for the 2019 taxable year. However, because PFIC status depends upon the composition of our income and assets and the market value of our assets from time to time (including certain equity investments of less than 25 percent) and because the characterization of certain income and assets is uncertain under the PFIC rules, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held ADSs, certain adverse consequences could apply to such U.S. holder.

Grupo TMM, S.A.B. and Subsidiaries

In general, if we were treated as a PFIC for any taxable year, gain recognized by a U.S. holder on the sale or other disposition of ADSs would be allocated ratably over the U.S. holder’s holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such amounts. Further, generally, to the extent any distribution during a taxable year to a U.S. holder in respect of ADSs exceeds 125% of the average of the annual distributions in respect of such ADSs received by such U.S. holder during the preceding three taxable years; such “excess distribution” would be subject to taxation as described in the preceding sentence. Certain elections may be available to mitigate the adverse consequences resulting from PFIC status.

If we were regarded as a PFIC, a U.S. Holder would be required to file an annual information return on IRS Form 8621 relating to the holder's ownership of the shares or ADSs. A failure to file this return will suspend the statute of limitations with respect to any tax return, event, or period to which such report relates (potentially including with respect to items that do not relate to a U.S. Holder’s investment in the ADSs). This requirement would be in addition to other reporting requirements applicable to ownership in a PFIC.

Information Reporting and Backup Withholding — Dividends on, and proceeds from the sale or other disposition of, ADSs paid to a U.S. holder generally may be subject to the information reporting and backup withholding rules under the Code unless such U.S. holder (i) is a corporation or comes within certain exempt categories, and demonstrates this fact when so required, or (ii) provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules – such as by providing an IRS Form W-9. Any amount withheld under these rules generally will be allowed as a credit against the U.S. holder’s United States federal income tax liability, provided certain information is timely provided to the IRS.

Certain U.S. Holders (including individual U.S. Holders) that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Form 8938 requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required results in penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-U.S. branch or subsidiary of a U.S. institution and a U.S. branch of a non-US institution.

Non-U.S. Holders

A non-U.S. holder generally will not be subject to United States federal income or withholding tax on dividends received with respect to ADSs, unless such income is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, if such income is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States).

A non-U.S. holder of ADSs will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of ADSs, unless (1) such gain is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, such gain is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States), or (2) in the case of gain realized by an individual non-U.S. holder, such non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met.

Although non-U.S. holders generally are exempt from backup withholding, a non-U.S. holder may be required to comply with U.S. backup withholding and FATCA with certification and identification procedures in order to establish such exemption – such as by providing the applicable IRS Form W-8.

Grupo TMM, S.A.B. and Subsidiaries

Documents On Display

All documents concerning the Company referred to herein may be inspected at our offices in Mexico City. We will provide a summary of such documents in English upon request. In addition, we file reports, including annual reports on Form 20-F, and other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.  Any filings we make electronically with the SEC will be available to the public over the Internet at the SEC’s website http://www.sec.gov.

ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information includes “forward-looking statements” that involve risk and uncertainties. Actual results could differ from those presented. All information below is presented under IFRS as of December 31, 2018, in pesos.

We are exposed to market risks arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. We use derivative instruments, on a selective basis, to manage these risks. We do not use derivative instruments for trading or speculative purposes. We maintain and control our treasury operations and overall financial risk through policies approved by senior management and our Board of Directors.

Foreign Currency Risk

Historically, a majority of the Company’s revenues have been denominated in U.S. dollars, while the majority of our costs and expenses have been denominated in Pesos. As such, the Company is exposed to foreign currency risk and may occasionally use currency derivatives to manage alternating levels of exposure. These derivatives allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

The Company’s income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso.  Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar.  Given that a large proportion of the Company’s revenues are denominated in U.S. dollars, the Company has sought to reduce its exposure to foreign currency risk by holding its debt primarily in U.S. dollars.  Currently, approximately 83.5% of the Company’s indebtedness is denominated in U.S. dollars.

The Company currently believes that its strategy of holding the majority of its debt as U.S. dollar-denominated debt will allow it to effectively manage its foreign currency risk without the use of currency derivatives or other hedging instruments. However, the Company has in the past, and may from time to time in the future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage its foreign currency risk. These derivatives should allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

At December 31, 2018 and 2017, the Company had monetary assets and liabilities denominated in currencies other than the Mexican Peso as follows:

December 31,
(in thousands of Pesos)
2018
2017
Assets
$
485,551
$
550,039
Liabilities
(741,049
)
(962,914
)
$
(255,498
)
$
(412,875
)

The objective of the Company when using derivatives is always to manage specific risks and exposures, and not to trade such instruments for profit or loss.

Grupo TMM, S.A.B. and Subsidiaries

Interest Rate Risk

We depend upon debt-financing transactions, including debt securities, bank and vendor credit facilities and leases, to finance our operations. These transactions expose us to interest rate risk, with the primary interest rate risk exposure resulting from changes in the relevant base rates (CETES, TIIE, LIBOR and/or prime rate) which are used to determine the interest rates that are applicable to borrowings under our credit facilities. We are also exposed to interest rate risk in connection with the refinancing of maturing debt.

The table below provides information about the Company’s debt obligations. For debt obligations, the table represents principal cash flows and related weighted average interest rates by expected maturity dates. The information is presented in millions of pesos, which is the Company’s reporting currency.

Breakdown of Fixed and Variable Rates of Financial Obligations (1)
Expected Maturity
Liabilities
2019
2020
2021
2022
Thereafter
Total
Fair Value
(in millions of pesos)
Long-Term Debt
Fixed Rate
$
136.9
$
50.0
$
52.2
$
48.1
$
102.6
$
389.8
$
389.8
Average Interest Rate
12.32
%
13.68
%
14.57
%
15.92
%
15.92
%
13.81
%
**
Variable Rate
$
86.4
$
49.3
$
43.0
$
26.8
$
20.0
$
225.5
$
225.5
Average Interest Rate
11.02
%
11.16
%
10.56
%
10.51
%
10.57
%
10.93
%
**


(1)
Information as of December 31, 2018.
**
Not applicable

From time to time, we use derivative financial instruments such as interest rate cap transactions for hedging purposes in order to reduce our exposure to increases in interest rates.  The Company is not currently hedging its interest rate exposure throught the use of any derivative financial instruments.

Commodity Price Risk

The Company is exposed to price changes in the commodities markets for certain inventory goods, and specifically fuel. The Company purchases its diesel fuel on a spot basis within Mexico, and it purchases ship bunker fuel in the United States for certain of its operations. These purchases are affected by price changes in the international energy commodity market. In the past, the Company has entered into diesel fuel and other energy commodity derivatives transactions to manage these risks and may continue to engage in similar transactions in the future.

Inflation Rate Risk

A substantial increase in the Mexican inflation rate would have the effect of increasing our Peso-denominated costs and expenses, which could affect our results of operations and financial condition. High levels of inflation may also affect the balance of trade between Mexico and the United States and other countries, which could adversely affect our results of operations.

Derivative Instruments

As of December 31, 2018, the Company was not holding any derivative instruments for hedging purposes.

ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

The Bank of New York Mellon, the depositary, collects its fees for delivery and surrender of ADSs directly from investors depositing CPOs or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.  The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Grupo TMM, S.A.B. and Subsidiaries

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

Fees payable by the depositary

The depositary has agreed to reimburse us for expenses we incur in connection with the establishment of the ADS facility, including legal fees, fees due to the previous depositary, investor relations expenses and other facility-related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. The depositary has also agreed to pay its standard out-of-pocket administrative, maintenance and shareholder services expenses for the ADSs. Such expenses include the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile and telephone calls, and certain investor relationship programs or special investor relations promotional services. We did not receive any reimbursements from the depositary during the years ended December 31, 2016, 2017 and 2018, respectively.

Grupo TMM, S.A.B. and Subsidiaries

PART II

ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See Item 4. “Information on the Company — Organizational Structure — Reclassification of Series A and Series L Shares.”

ITEM 15.
CONTROLS AND PROCEDURES

(a) Disclose Controls and Procedures.

The Company has evaluated, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2018. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer each concluded that, as of December 31, 2018, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported as and when required by the Securities and Exchange Commission’s applicable rules and forms, and is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal control over financial reporting.

The Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer that: (i) pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements for external reporting in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of the Company’s management and directors; and (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedure may deteriorate. The Company, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making its assessment of internal control over financial reporting, management used the criteria in the 2013 Internal Control — Integrated Framework set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

As a result of this assessment, the Company’s management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2018.

Grupo TMM, S.A.B. and Subsidiaries

(c) Attestation report of the registered public accounting firm.

Not applicable.

(d) Changes in internal control over financial reporting.

As required by Rule 13a-15(d), under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the period covered since the last report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Based on this evaluation, it has been determined that there has been no change during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of Grupo TMM maintains an Audit and Corporate Practices Committee which is comprised of three independent directors, each of whom has significant experience in analyzing and evaluating financial reports and an understanding of internal controls and procedures for financial reporting. On April 30, 2019, the General Assembly of Shareholders appointed as independent director Mr. Francisco Javier García-Sabaté Palazuelos, who is considered a financial expert in accordance with the standards described in Section 407 of the Sarbanes Oxley Act of 2002.

ITEM 16B.
CODE OF ETHICS

Grupo TMM has adopted a code of ethical conduct entitled, “Code of Ethics,” covering all its officers, including its principal executive officer, principal financial officer and principal accounting officer, and all of its employees. We will provide a copy of the Company’s Code of Ethics free of charge upon written request sent to Grupo TMM, Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 México City, México, Attn: Human Resources.

We last updated our Code of Ethics in March 2017. We have not granted any waivers to any provision of our Code of Ethics to any officer, employee or member of the Audit or Corporate Practices Committee during the Company’s fiscal year ended December 31, 2018.

ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table reflects our principal accounting fees and services for the years 2018 and 2017:

GRUPO TMM, S. A. B.
Summary of Auditors’ Payments
(In thousands of Pesos)

As of December 31,
2018
2017
Audit Fees (a)
$
6,397.0
$
10,931.4
Total (b)
$
6,397.0
$
10,931.4


(a)
Audit Fees—Fees relate to the review of our Annual Financial Statements and Annual Report filed with the SEC and review of other SEC filings.

(b)
Total does not include Mexican tax (“ Impuesto al Valor Agregado ” or “IVA”).

The Company’s Audit Committee pre-approves all fees for the services provided by the independent auditors, including the fees for 2017 and 2018 in accordance with the Company’s policies and procedures.

Grupo TMM, S.A.B. and Subsidiaries

ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G.
CORPORATE GOVERNANCE

Not applicable.

PART III

ITEM 17.
FINANCIAL STATEMENTS

Not applicable.

ITEM 18.
FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual Report on Form 20-F.

Contents
Page
Report of Independent Registered Public Accounting Firm
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

Grupo TMM, S.A.B. and Subsidiaries

ITEM 19.
EXHIBITS

Documents filed as exhibits to this Annual Report:

Exhibit
No.
Exhibit
1.1
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).
2.2
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).
2.3
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).
Computation of earnings per share under IFRS.
List of Main 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.


*
Filed herewith.

Grupo TMM, S.A.B. and Subsidiaries

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

GRUPO TMM, S.A.B.
By:
/s/  Carlos Pedro Aguilar Mendez
Carlos Pedro Aguilar Mendez
Chief Financial Office

Date: April 30, 2019


Consolidated Financial Statements and Report of the Independent Registered Public Accounting Firm

Grupo TMM, S.A.B. and Subsidiaries

December 31, 2018, 2017 and 2016

Contents

Page
Report of the independent registered public accounting firm
1 - 2
Consolidated statements of financial position
3
Consolidated statements of profit or loss
4
Consolidated statements of comprehensive income
5
Consolidated statements of changes in stockholders’ equity
6
Consolidated statements of cash flow
7
Notes to the consolidated financial statements
1
General information
8
2
Changes in accounting policies
9
3
Summary of significant accounting policies
12
4
Acquisitions and disposals
25
5
Cash and cash equivalents
27
6
Trade receivables
27
7
Other accounts receivable
28
8
Leases
28
9
Property, vessels and equipment
30
10
Concession rights
31
11
Other non-current assets
32
12
Intangible assets
33
13
Impairment of long-lived assets
34
14
Financial assets and liabilities
35
15
Balances and transactions with related parties
40
16
Accounts payable and accrued expenses
41
17
Stockholders’ equity
41
18
Revenues
43
19
Other income
43

20
Interest expense and other financial costs
44
21
Income tax and tax loss carryforwards
44
22
Segment reporting
46
23
Employee benefits
48
24
Profit (loss) per share
51
25
Fair value measurement
51
26
Financial instruments risk
53
27
Capital management policies and procedures
57
28
Commitments and contingencies
58
29
Events subsequent to the reporting date
60
30
Authorization of the consolidated financial statements
60

Salles, Sainz – Grant Thornton, S.C.
Periférico Sur 4348
Col. Jardines del Pedregal
04500, Mexico City
www.grantthornton.mx

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Grupo TMM, S.A.B.:

Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Grupo TMM, S.A.B. and subsidiaries (‘Grupo TMM’ or the ‘Company’) as of December 31, 2018 and 2017, the related consolidated statements of profit or loss, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2018 and the related notes (collectively referred to as the ‘financial statements’). In our opinion, the financial statements present fairly, in all material respects, the financial position of Grupo TMM as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2005.

Salles, Sainz – Grant Thornton, S.C.
Mexico City, Mexico
April 29, 2019

Consolidated statements of financial position
As at December 31, 2018 and 2017
(Amounts in thousands of pesos, except number of shares)

2018
2017
Assets
Current
Cash and cash equivalents (Note 5)
$
278,842
$
422,083
Restricted cash (Note 5)
39,313
39,471
Trade receivables, net (Note 6)
248,183
250,637
Other accounts receivable (Note 7)
410,434
319,193
Related parties (Note 15)
207,964
217,188
Materials and supplies
56,621
58,061
Prepayments
24,873
11,527
Total current assets
1,266,230
1,318,160
Non-current
Property, vessels and equipment, net (Note 9)
2,313,437
2,623,535
Intangible assets (Note 12)
126,437
127,890
Concession rights, net (Note 10)
9,459
13,244
Other non-current assets (Note 11)
65,521
41,383
Total non-current assets
2,514,854
2,806,052
Total assets
$
3,781,084
$
4,124,212
Liabilities
Short-term
Short-term portion of the financial debt (Note 14)
$
223,362
$
502,361
Trade payables
262,090
169,072
Accounts payable and accrued expenses (Note 16)
357,523
341,918
Related parties (Note 15)
18,379
34,756
Total short-term liabilities
861,354
1,048,107
Long-term
Long-term portion of the financial debt (Note 14)
392,063
396,257
Employee benefits (Note 23)
176,606
175,560
Deferred income tax (Note 21)
226,803
275,226
Total long-term liabilities
795,472
847,043
Total liabilities
1,656,826
1,895,150
Stockholders’ equity (Note 17):
Share capital (103,760,541 shares authorized and issued)
2,216,733
2,216,733
Treasury shares (1,577,700 shares)
(46,805
)
(46,805
)
Other components of equity
706,944
849,466
Accumulated losses
(799,818
)
(859,159
)
Controlling interest
2,077,054
2,160,235
Non-controlling interest
47,204
68,827
Total stockholders’ equity
2,124,258
2,229,062
Total liabilities and stockholders’ equity
$
3,781,084
$
4,124,212

The attached notes are part of these consolidated statements.

Consolidated statements of profit or loss
For the years ended December 31, 2018, 2017 and 2016
(Amounts in thousands of pesos, except per share amounts and number of shares)

2018
2017
2016
Revenue from transportation
$
1,523,066
$
2,464,939
$
2,647,484
Costs and expenses:
Salaries, wages and employee benefits
368,614
571,775
639,913
Leases
436,469
622,908
621,990
Contracted services
413,060
545,541
550,287
Fuel, materials and supplies
211,793
317,525
218,960
Depreciation, amortization and loss from revaluation
80,277
562,915
555,244
Other costs and expenses
17,221
22,231
23,232
1,527,434
2,642,895
2,609,626
Transportation (loss) profit
(4,368
)
(177,956
)
37,858
Other income, net (Note 19)
102,625
3,217,746
52,870
Operating income
98,257
3,039,790
90,728
Comprehensive financing cost:
Interest income
9,137
24,829
24,719
Interest expense and other financial costs (Note 20)
(84,890
)
(1,210,486
)
(869,267
)
Exchange gain (loss), net
5,844
(7,822
)
(21,359
)
(69,909
)
(1,193,479
)
(865,907
)
Profit (loss) before taxes
28,348
1,846,311
(775,179
)
Income tax (expense) benefit (Note 21)
(4,799
)
(516,732
)
268,615
Net profit (loss) for the year
$
23,549
$
1,329,579
$
(506,564
)
Attributable to:
Non-controlling interest
4,543
1,989
1,480
Controlling interest
19,006
1,327,590
(508,044
)
$
23,549
$
1,329,579
$
(506,564
)
Profit (loss) per share for the year (Note 24)
Profit (loss) per share for the year
$
0.186
$
12.992
$
(4.972
)
Weighted average number of shares for the year
102,182,841
102,182,841
102,182,841

The attached notes are part of these consolidated statements.
Consolidated statements of comprehensive income

For the years ended December 31, 2018, 2017 and 2016
(Amounts in thousands of pesos)

2018
2017
2016
Net profit (loss) for the year
$
23,549
$
1,329,579
$
(506,564
)
Other comprehensive income:
Items that will not be subsequently reclassified to profit or loss
Actuarial gains, net (Note 23)
15,430
319
24,863
Revaluation surplus (Note 25)
(161,411
)
941,957
424,634
Income tax on other comprehensive income
43,794
(282,683
)
(134,849
)
Total of other comprehensive income for the year
(102,187
)
659,593
314,648
Comprehensive (loss) income for the year
$
(78,638
)
$
1,989,172
$
(191,916
)
Attributable to:
Non-controlling interest
4,543
1,989
1,480
Controlling interest
(83,181
)
1,987,183
(193,396
)
$
(78,638
)
$
1,989,172
$
(191,916
)

The attached notes are part of these consolidated statements.

Consolidated statements of changes in stockholders’ equity
For the years ended December 31, 2018, 2017 and 2016
(Amounts in thousands of pesos, except number of shares)


Number of
outstanding
common shares
Share
capital
Treasury
shares
Mandatory
convertible
debentures
into shares
Accumulated
losses
Other
components
of equity
Subtotal
Non
controlling
interest
Total
stockholders’
equity
Balances as at December 31, 2015
102,182,841
$
2,216,733
$
(46,805
)
$
-
$
(3,902,996
)
$
2,099,516
$
366,448
$
65,358
$
431,806
Net loss for the year
-
-
-
-
(508,044
)
-
(508,044
)
1,480
(506,564
)
Other comprehensive income
-
-
-
-
151,056
163,592
314,648
-
314,648
Comprehensive loss for the year
(193,396
)
1,480
(191,916
)
Equity portion of mandatorily convertible debentures into shares
-
-
-
724,100
-
-
724,100
-
724,100
Balances as at December 31, 2016
102,182,841
2,216,733
(46,805
)
724,100
(4,259,984
)
2,263,108
897,152
66,838
963,990
Net income for the year
-
-
-
-
1,327,590
-
1,327,590
1,989
1,329,579
Other comprehensive income
-
-
-
-
2,073,235
(1,413,642
)
659,593
-
659,593
Comprehensive income for the year
1,987,183
1,989
1,989,172
Cancellation of mandatorily convertible debentures into shares
-
-
-
(724,100
)
-
-
(724,100
)
-
(724,100
)
Balances as at December 31, 2017
102,182,841
2,216,733
(46,805
)
-
(859,159
)
849,466
2,160,235
68,827
2,229,062
Net income for the year
-
-
-
-
19,006
-
19,006
4,543
23,549
Other comprehensive income
-
-
-
-
40,335
(142,522
)
(102,187
)
-
(102,187
)
Comprehensive loss for the year
(83,181
)
4,543
(78,638
)
Dividends paid to non-controlling interest
-
-
-
-
-
-
-
(26,166
)
(26,166
)
Balances as at December 31, 2018
102,182,841
$
2,216,733
$
(46,805
)
$
-
$
(799,818
)
$
706,944
$
2,077,054
$
47,204
$
2,124,258

The attached notes are part of these consolidated statements.

Consolidated statements of cash flow
For the years ended December 31, 2018, 2017 and 2016
(Amounts in thousands of pesos)

2018
2017
2016
Cash flows from operating activities:
Profit (loss) before taxes
$
28,348
$
1,846,311
$
(775,179
)
Adjustments to reconcile the profit (loss) with cash used in operating activities:
Depreciation, amortization and loss from revaluation
80,277
562,915
555,244
Other amortizations
5,259
84,615
76,020
Loss (gain) from the sale of property, vessels and equipment, net
1,849
(330
)
(56,491
)
Accrued interests
80,580
1,039,856
783,458
Interest income
(9,137
)
(24,829
)
(24,719
)
Gain from the loss of control of subsidiary
-
(3,458,467
)
-
Exchange (gain) loss
(8,312
)
(4,545
)
69,826
Loss (gain) from the sale of subsidiaries
(111,484
)
273,032
-
Changes in assets and liabilities:
Accounts receivable
2,454
7,924
267,891
Other accounts receivable and related parties
(98,394
)
(150,154
)
(54,580
)
Materials and supplies
1,440
(38,936
)
(3,845
)
Prepayments
(13,346
)
3,753
6,403
Other accounts payable and accrued expenses
117,065
162,094
(247,901
)
Other non-current assets
(22,685
)
42,269
36,971
Employee benefits
1,046
11,353
(47,035
)
Total adjustments
26,612
(1,489,450
)
1,361,242
Cash from operating activities
54,960
356,861
586,063
Cash from investment activities
Proceeds from sale of property, vessels and equipment
169,627
7,059
87,720
Acquisition of property, vessels and equipment
(86,283
)
(80,222
)
(162,072
)
Proceeds from sale of subsidiaries
50,331
66,987
-
Decrease of cash and cash equivalents from the loss of control of
subsidiary (TMM DM)
-
(212,332
)
-
Dividends paid to non-controlling interest
(26,166
)
-
-
Interest charged
9,137
24,829
24,719
Cash from (used in) investment activities
116,646
(193,679
)
(49,633
)
Cash flow from financing activities
Debt contracted
124,010
-
166,509
Debt payments
(397,458
)
(172,592
)
(173,439
)
Interest paid
(40,792
)
(409,146
)
(737,548
)
Cash used in financing activities
(314,240
)
(581,738
)
(744,478
)
Exchange effect on cash
(607
)
(20,737
)
57,884
(Decrease) increase in cash and cash equivalents
(143,241
)
(439,293
)
(150,164
)
Cash and cash equivalents, beginning of year
422,083
861,376
1,011,540
Cash and cash equivalents, end of year
$
278,842
$
422,083
$
861,376
Complementary information:
Income tax paid
$
4,799
$
3,000
$
3,433

The attached notes are part of these consolidated statements.

Notes to the consolidated financial statements

At December 31, 2018 and 2017

(Amounts in thousands of pesos, except number of shares and where otherwise indicated)

1
General information

Principal activity
Grupo TMM, S.A.B. (‘Grupo TMM’ or the ‘Company’) is a Mexican company whose principal activity is providing multimodal transport and logistics services to premium customers throughout Mexico. Grupo TMM’s shares are listed on the Mexican Stock Exchange and on ‘Over-The-Counter’ market on the New York Stock Exchange in the United States.

Grupo TMM’s head office is located at Avenida de la Cúspide N° 4755, Colonia Parques del Pedregal, Delegación Tlalpan, C.P. 14010, Mexico City. In addition, a significant portion of its maritime division activities is conducted at Calle 55 N° 2 Col. Electricistas C.P. 24120 Cd. del Carmen, Campeche.

The Company’s activities are grouped together under the following service divisions:


•
Maritime: includes specialized offshore shipping services, clean oil, and chemical products shipping, tugboat services, bulk carrier and other activities related to the maritime transportation business.


•
Ports and terminals: includes shipping agency services, inland and seaport terminal services.


•
Logistics: includes the operations of logistics solutions services and container and railcar maintenance and repair services.


•
Warehousing: includes bonded warehouse operations and management.

As discussed in Note 4 below, the Stockholders’ Meeting approved its corporate restructuring, which contemplated transferring 85% of the shares of its subsidiary TMM Division Marítima, S.A. de C.V. (‘TMM DM’), one of the main subsidiaries of the Group. Pursuant to the foregoing, Grupo TMM no longer included the assets, liabilities and profit or loss of TMM DM in its consolidated financial statements, which generated a significant reduction in its level of weighting and its financial cost, as well as an improvement in its net income for the year. Moreover, pursuant to a maritime service-rendering contract, Grupo TMM maintains the operation and management of the vessels of TMM DM.

The foregoing forms part of the strategic plan of the Group for positioning itself as the best option in maritime transportation and logistics services, through each one of its divisions, by offering high quality services to all participants in the energy sector in our country, by taking advantage of its gradual recovery. Grupo TMM has efficiently implemented customer diversification strategies, reduction of indebtedness, and cost effectiveness, which enables it to adapt to the variable circumstances on the domestic and international markets. Likewise, it continues to develop strategies for improving the performance of its service units.

Structure of Grupo TMM
At December 31, 2018 and 2017, Grupo TMM holds the percentage of equity interest in various subsidiaries, the most significant are as follows:

% of ownership
2018
2017
Maritime
Transportación Marítima Mexicana, S.A. de C.V.
100
%
100
%
Inmobiliaria Dos Naciones, S. de R.L. de C.V.
100
%
100
%
TMM Parcel Tankers, S.A. de C.V.
100
%
100
%
Logistics
Almacenadora de Depósito Moderno, S.A. de C.V.  (Warehouse)
100
%
100
%
Autotransportación y Distribución Logística, S.A. de C.V.
100
%
100
%
Ports and terminals
TMM Logistics, S.A. de C.V.
100
%
100
%
Prestadora de Servicios MTR, S.A. de C.V.
100
%
100
%
Servicios Administrativos API Acapulco, S.A. de C.V.
51
%
51
%
Administración Portuaria Integral de Acapulco S.A. de C.V.
51
%
51
%
Payroll outsourcing
Mexschiff Operación de Personal, S.A.P.I. de C.V.
100
%
100
%
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.
100
%
100
%
Perhafen Services Marítimos, S.A.P.I. de C.V.
100
%
100
%
TMM Dirección Corporativa, S.A.P.I. de C.V.
100
%
100
%
Perjomar Operadora, S.A.P.I. de C.V.
44
%
44
%
Property leasing
Inmobiliaria TMM, S.A. de C.V.
100
%
100
%

TMM División Marítima, S.A. de C.V. (‘TMM DM’) was one of the main subsidiaries of Grupo TMM, until the date of loss of control mentioned in Note 4 below.

The Company’s subsidiaries are incorporated in Mexico, where most of their activities take place.

Non-controlling interest in subsidiaries
Grupo TMM holds equity interest in the subsidiaries Administración Portuaria Integral de Acapulco, S.A. de C.V., Servicios Administrativos API Acapulco, S.A. de C.V., and Perjomar Operadora, S.A.P.I. de C.V., for which there is non-controlling interest, associated effect on the Company’s consolidated financial statements is considered immaterial. These companies are established and conduct their activities in Mexico.

2
Changes in accounting policies

New Standards adopted as at 1 January 2018

IFRS 15 ‘Revenue from Contracts with customers’
IFRS 15 ‘Revenue from Contracts with Customers’ and the related ‘Clarifications to IFRS 15 Revenue from Contracts with Customers’ (hereinafter referred to as ‘IFRS 15’) replace IAS 18 ‘Revenue’,IAS 11 ‘Construction Contracts’, and several revenue-related Interpretations.

The new Standard has been applied retrospectively without restatement, with the cumulative effect of initial application recognized as an adjustment to the opening balance of retained earnings at 1 January 2018; nevertheless, as described following there were no adjustments due to the adoption.

In accordance with the transition guidance, IFRS 15 has only been applied to contracts that are incomplete as at 1 January 2018.

In connection with the revenue recognition of the Group, the main considerations in the adoption of IFRS 15 were:


•
Specialized maritime: performance obligations did not undergo any changes and they are considered as a single performance obligation identified in the contract and/or service order, which corresponds to the days of service, movement of merchandise or service rendered. All these obligations are met as the Group renders the services and is entitled to the collection thereof; therefore, they are recognized over time, consistent with their recognition under the foregoing standards. Sales prices are fixed and do not contemplate financing components derived from their terms of less than one year, insofar as each transaction only contemplates a single performance obligation. The price of the transaction is allocated to a single obligation;


•
Ports and terminals : Performance obligations relative to these revenues are satisfied as the services are rendered. They are considered single performance obligations, which are usually met immediately. Sales prices are fixed and stipulated in the contract and/or service order, without including variable parts or financing components. Related revenues are recognized over time consistently with their recognition under the foregoing standards;


•
Logistics: performance obligations mainly correspond to the repair of containers and railroad freight cars, where the customer receives and consumes the benefits as the Group performs them and, therefore, revenues are recognized over time. Prices are fixed for most of the customers and, in some cases, fixed discounts are granted which are contemplated at the inception of the contract. Accordingly, they are not required to be estimated. Each transaction is considered a single performance obligation. Therefore, the total of the consideration is allocated thereto. This revenue recognition is consistent with the revenue recognized under the foregoing standard;


•
Warehousing: the customer is considered to receive and consume the benefits as the group renders storage and handling services, that is, during the period in which the customer is entitled to keep the merchandise at the warehouses of the Group, in accordance with the corresponding contract. Sales prices are fixed and include neither discounts nor financing components. Revenue is recognized over time, which is consistent with recognition under the foregoing standards.

The Group considers contract costs to be immaterial. Moreover, they correspond to contracts for periods of less than one year. Toward that end, the Company recognizes these costs in income as incurred. The foregoing is consistent with the accounting treatment under the above standards.

None of the revenue transactions qualifies to be considered a series of goods or services, insofar as the transfer pattern is not the same because the services vary based on the type of shipment, characteristics of the products transported or stored, services by type of shipment, formalities in port or repairs, as appropriate. None of the service contracts meets the characteristics to be combined with other contracts.

Finally, as at the opening date of application, the Group has not identified liabilities for unsatisfied performance obligations. There are contractual assets where the Group has met the performance obligation before receiving the corresponding consideration. The foregoing is consistent with the foregoing journal entries, and only contract asset balances were reclassified that had previously been included in the trade accounts receivable balance. Moreover, no loss contracts were identified in accordance with the contracts evaluated by the Group. The remaining effects concern matters of disclosure in the notes to the consolidated financial statements.

IFRS 9 ‘Financial Instruments’
IFRS 9 replaces IAS 39 ‘Financial Instruments: Recognition and Measurement’. It makes major changes to the previous guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for the impairment of financial assets.

When adopting IFRS 9, the Group has applied transitional relief and opted not to restate prior periods. Pursuant to the analysis performed by the Group, adoption of this standard did not have any effect on the recognition and measurement of its financial instruments, with regard to the accounting policies for financial instruments of the Group, based on the above applicable standards. The main effects correspond to matters concerning classification and disclosures in the notes to the consolidated financial statements.

In connection with the financial assets of the Group, the main considerations in the adoption of IFRS 9 were:


•
the classification and measurement of financial assets of the Group. Management has financial assets to hold and collect the associated cash flows. All its financial assets were previously recorded at amortized cost; therefore, they will be accounted consistently with the foregoing standard under the new classification; and


•
impairment of financial assets by applying the expected credit loss model . This affects the trade accounts receivable of the Group and other financial assets measured at amortized cost. For contractual assets derived from IFRS 15 and trade accounts receivable, the Group applies a simplified recognition model of expected credit losses during the lifetime of the asset, since these items do not have a significant financing component. See Note 26.

There have been no changes to the classification or measurement of financial liabilities as a result of the application of IFRS 9.

Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Group
At the date of authorization of these financial statements, several new, but not yet effective, Standards, amendments to existing Standards, and Interpretations have been published by the International Accounting Standards Board (IASB). None of these Standards, amendments or Interpretations have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations neither adopted nor listed below have not been disclosed as they are not expected to have a material impact on the Group’s financial statements, except for IFRS 16 ‘Leases’, which is described below.

IFRS 16 ‘Leases’
IFRS 16 will replace IAS 17 ‘Leases’ and three related Interpretations. It completes the IASB’s long-running project to overhaul lease accounting. Leases will be recorded in the statement of financial position in the form of a right-of-use asset and a lease liability. There are two important reliefs provided by IFRS 16 for assets of low value and short-term leases of less than 12 months.

IFRS 16 is effective from periods beginning on or after 1 January 2019. Early adoption is permitted; however, the Group have decided not to early adopt.

Management is in the process of evaluating the total impact of this standard. So far, the Group:


•
has decided to use the practical expedient for not performing a complete review of existing leases and applying IFRS 16 only to new or modified contracts. Leases that will be modified or renewed in 2019 are considered immaterial, and it is estimated that an exemption may be applied to low-value assets or short-term leases;


•
considers that the most significant impact will be that the Group will have to recognize a right-of-use asset and a lease liability for the offices and certain operating equipment (tow-trucks) that are currently treated as operating leases. As at December 31, 2018, future minimum lease payments amount to $46.1 million dollars. This means that the nature of the expense will change from being an operating lease expense to depreciation and interest expense; and


•
it concludes that there will not be any significant impact on the financial lease that is currently maintained in the statement of financial position.

The Group is planning to adopt IFRS 16 on 1 January 2019 using the Standard’s modified retrospective approach. Under this approach the cumulative effect of initially applying IFRS 16 is recognized as an adjustment to equity at the date of initial application. Comparative information is not restated.

Choosing this transition approach results in further policy decisions the Group need to make as there are several other transitional reliefs that can be applied. These relate to those leases previously held as operating leases and can be applied on a lease-by-lease basis. The Group are currently assessing the impact of applying these other transitional reliefs.

IFRS 16 has not generated significant changes in the journal entries of the lessors.  It is important to note that the lease agreements in which the Group acts as a lessor are immaterial.

3
Summary of significant accounting policies

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting Standards (‘IFRS’), as issued by the IASB, and these are presented in thousands of Mexican pesos. They have been prepared under the assumption that the Group operates on a going concern basis.

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

The most significant accounting policies are summarized as follows:

3.1
Basis of consolidation

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

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

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

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

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

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

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

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

3.2
Business combinations

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

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

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

3.3
Foreign currency translation

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

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

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

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

3.4
Cash and cash equivalents

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

3.5
Materials and supplies

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

3.6
Prepayments

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

3.7
Property, vessels and equipment

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

The vessels are measured at fair value and at December 31, 2018 and 2017, the revalued amounts were determined using the revenue technique (expected future cash flows). The frequency of the revaluations for this class of assets will be based on the changes of the fair values, meaning when these values significantly differ from their carrying value. The Company has revaluated this class of assets at December 31, 2018 and 2017.

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

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

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

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

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

Gains or losses from the disposal of property, vessels and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of (‘Other income’), accordingly (see Note 19).

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


•
it is technically possible to complete the construction of the asset so that it can be available to be used;

•
management has the intent of completing the asset to use it;

•
it can be proven that the asset will generate economic benefits in the future;

•
adequate technical, financial or another type of resources are available to complete the asset; and

•
the disbursement attributable to the asset during its construction can be determined reliably.

3.8
Intangible assets

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

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

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

Subsequent measuring
All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life; therefore it is subject to impairment tests annually as described in Note 13.

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

3.9
Impairment testing of long-lived assets

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

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

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

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

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

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

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

3.10
Leased assets

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

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

The corresponding liability decreases by the lease payments net of the financial expenses. The interest component in the lease payment represents a portion of the capital balance outstanding and is recognized in operations as financial costs over the lease period.

Notes 3.7 above and 9 describe the depreciation methods and estimated useful lives, respectively, for assets under financial leases.

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

3.11
Financial instruments

Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

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

Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value, adjusted by transaction costs (where applicable).

Financial assets are classified into the following categories:


•
amortized cost

•
fair value through profit or loss (FVTPL)

•
fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorized as FVTPL or FVOCI.

The classification is determined by both:


•
the Group’s business model for managing the financial asset; and

•
the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement of financial assets

Financial assets at amortized cost
Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as FVTPL):


•
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.

After initial recognition, these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Impairment of financial assets
IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. This replaces IAS 39’s ‘incurred loss model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15 and other receivables.

Recognition of credit losses is no longer dependent on the Group first identifying a credit los event. Instead the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Group assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 26, for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Previous financial asset impairment under IAS 39
In the prior year, the impairment of trade receivables was based on the incurred loss model. Individually significant receivables were considered for impairment when they were past due or when other objective evidence was received that a specific counterparty will default.

Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely the same under IFRS 9 compared to IAS 39, the Group’s financial liabilities were not impacted by the adoption of IFRS 9. However, for completeness, the accounting policy is disclosed below.

The Group’s financial liabilities include borrowings, trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

All interest-related charges are included within finance costs or finance income and included in financing costs or financing income.

3.12
Provisions, contingent liabilities and contingent assets

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

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

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

3.13
Taxes on earnings

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

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

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

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 21).

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

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

3.14
Statutory employee profit sharing

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

3.15
Post-employment benefits and benefits for short-term employees

Post-employment benefits
Defined benefit plans
The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60, are expensed in the years in which the services are rendered (see Note 23).

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 23).

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

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

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

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

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

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

3.16
Stockholders’ equity

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

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

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

Other components of equity capital include:


•
revaluation surplus, including gains from the reevaluation of vessels and properties;

•
statutory reserve corresponds to the separation of earnings withheld to this reserve;

•
additional paid-in capital is equivalent to the amount received in excess of the par value of the shares; and

•
translation result represents the accumulated effect of the change in functional currency.

3.17
Recognition of revenue, costs and expenses, and financing costs

Revenues
Group’s revenue arises mainly from services of maritime transportation, logistics and warehousing.

To determine whether to recognize revenue, the Group follows a 5-step process:


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.

The Group does not carry out transactions that involve different contracts and on which their characteristics must be combined in accordance with IFRS. Moreover, transactions are not usually carried out that involve different services as part of the same contract; therefore, the total price of the transaction for a contract in all cases is allocated to a single performance obligation, based on their relative independent sales prices. The transaction price for contracts does not consider variable payments, except for certain service payments that are not considered significant in connection with the total revenues of the Group, nor are payments in kind, nor amounts collected on behalf of third parties and nor contemplate a financing component.

All revenues are recognized over time, as the Group meets performance obligations by transferring the services promised to its customers.

When the Company meets a performance obligation before receiving the payment, the Company already recognizes either a contract asset or a receivable in its consolidated statement of financial position, depending upon if something else is required than only passage of time before the consideration becomes due. The Group generally does not receive payments in connection with performance obligations; therefore, contractual liabilities are not required to be recognized.

In obtaining these contracts, the Group incurs immaterial incremental costs. Since the amortization period of these costs would be less than one year, if capitalized, and also that those costs are immaterial, the Group makes use of the practical expedient in IFRS 15.94 and expenses them as they incur.

Parcel vessels and Bulk Carriers
These revenues are derived from the transportation of merchandise through the Group’s own shipments or third parties, usually in periods ranging between 7 and 30 days. The rate is fixed and it is set at the beginning of the contract, based on the space or capacity required by the customer. The performance obligation is met as the merchandise is transported from the point of origin to the destination Revenues are recognized over time on a straight-line basis during the term of each contract. Given that the costs required for rendering the service under these contracts do not vary significantly, that method provides a reasonable representation of the services transferred. The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time elapsed in order for those amounts to become due and payable.

The Group generally does not receive advances that exceed the amount of obligations met; therefore, contract liability balances are not generated.

Maritime administration services
They correspond to revenues for services rendered for contracting, operating, and managing shipments, mainly offshore service providers. The rate for these services is determined by applying a 2.85% profit margin to the costs incurred by the Group for rendering services. This percentage is reviewed annually, and it can be increased under certain circumstances, but by applying it beginning the year subsequent to its modification, these services are considered a single performance obligation. Accordingly, the consideration is totally allocated; revenues are recognized over time as the related costs are incurred by applying the corresponding profit margin. The amounts are billed monthly, in accordance with these referred to above; therefore, neither asset balances nor contract liabilities are generally generated.

Ship repair services (Shipyard) and containers
They correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Group (Shipyard), as well as containers of shipping companies and others such as wharfage. The consideration for the services is fixed, and it is determined in the contract based on the work ordered, including materials and replacement parts, which must be realized in an estimated period for the work, which ranges from 2 days up to 60 days for ships, and from 1 day up to 6 days for containers. Wharfage depends on the considerations of the ship from 1 to 365 days, due to the high degree of interdependence among the various elements of these services. They are recorded in the accounting as a single performance obligation. These revenues are recognized over time in conformity with the completion of the services agreed upon. The Group measures its completion toward total compliance of the performance obligation by comparing real hours invested up to the date with the total estimated hours required to perform the repair or maintenance, including related costs. This base reasonably represents services transferred to each customer, by virtue of the ability of the Group to make reliable estimates based on its significant historical experience in rendering these services. The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time passaged in order for those amounts to become due and payable. The Group generally does not receive advances that exceed the amount of obligations met; therefore, contractual asset balances are not generated.

Other services
The Group obtains revenues for other services such as tugboats, suppliers, negotiations, port formalities, among other things. Most of these services are considered single performance obligations in the terms of the respective contracts, and the consideration is entirely allocated to those performance obligations. Revenues are recognized over time, since customers receive and consume the benefits as the Group renders the services, that is, as the performance obligations are met. The Group does not generate asset balances or contract liabilities for most of these services. The Group acts as an agent for the specific case of agency services and, therefore, it recognizes the revenues corresponding to the profit margin generated net of the costs incurred.

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

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

3.18
Information by segments

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

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

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

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

3.19
Significant management judgment in applying accounting policies and estimation uncertainty

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

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

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

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

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

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

Defined benefits obligation
Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 23).

Measures of fair value
Management uses valuation techniques to measure the fair value of its vessels and properties. This results in Management preparing estimates and assumptions based on market information and using observable data that could be used by market participants to assign a price to the asset, however these are not always available. Moreover, other valuation techniques based on expected future cash flows are used for certain assets, and an interest rate is determined to calculate their present value. These fair value estimates for these non-financial assets can vary from the actual prices obtained on operations at market value on the reporting date, as well as future results and the discount rate (see Note 25).

4
Acquisitions and disposals

Year 2018
Disposal of subsidiaries
Grupo TMM sold 100% of the shares of the subsidiaries Impact Engine, S.A. de C.V., Talocaan Services, S.A. de C.V., and Ditermax Corporate, S.A. de C.V. to an unrelated third party in 2018. These divestitures form part of the business plan of Grupo TMM, which contemplates focusing its resources and operation in the specialized maritime segment.

The gain on the sale of these subsidiaries amounted to $111,484, which is shown in the item of ‘Other income’ in the consolidated statements of income (see Note 19). The value of the net assets of those subsidiaries was immaterial as at the date of the sale.

Year 2017
Disposal of subsidiaries
As at December 21, 2017, pursuant to the General Extraordinary Stockholders’ Meeting of TMM DM, subsidiary to 100% of Grupo TMM at that date, the stockholders approved a variable capital increase in the amount of $35, equivalent to 42,500,000 Class II Series B registered common shares with no par value shown. This increase was subscribed for and issued in cash by Intercam Banco, S.A., Instituticion de Banca Multiple, Intercam Grupo Financiero (‘Intercam’), on behalf of Management Trust number F/3192 (‘Trust F/3192’), formed by Value Automotriz, S. A. de C. V., in the capacity of Trustor and Intercam as Trustee. Trust F/3192 was created based on the resolutions of the trust certificates Holders’ Meeting held on November 28, 2017, wherein the Holders resolved to transfer 85% of the shares of TMM DM in benefit of the Holders of those trust certificates.

Derived from the above, the participation of Grupo TMM was diluted to 15% as of that date, which accounted for the loss of control of that subsidiary. Therefore, beginning on that date, the assets, liabilities, and profit or loss of this subsidiary were no longer included in the consolidated financial statements of Grupo TMM.

Finally, since Grupo TMM retains significant influence over TMM DM, the remaining 15% investment is accounted for as an investment in associate (see Note 11).

Additionally, during 2017, Grupo TMM sold the subsidiaries Dibacar Servicios, S.A.P.I. de C.V., Darcot Services, S.A. de C.V., Logistica Asociada a su Negocio, S.A. de C.V., STK Logistics, S.A. de C.V., Logistica en Administracion, and Construcciones EDAC, S.A. de C.V. for 100% of its stock, all to an unrelated party. These divestitures form part of the business plan of Grupo TMM, which contemplates focusing its resources and operation in the specialized maritime segment.

As at the date of the sale, the carrying value of net assets and the consideration received were as follows:

TMM DM
Other
subsidiaries
Total
Current assets
Cash and cash equivalents
$
212,332
$
-
$
212,332
Trade receivables
537,808
-
537,808
Other current assets
142,956
-
142,956
Total current assets
893,096
-
893,096
Non-current
Vessels and equipment, net
7,442,415
-
7,442,415
Other non-current assets
8,530
340,019
348,549
Total assets
$
8,344,041
$
340,019
$
8,684,060
Short-term liabilities
Trust certificates
$
709,589
-
$
709,589
Other short-term liabilities
439,265
-
439,265
Total short-term liabilities
1,148,854
-
1,148,854
Long-term liabilities
Trust certificates
9,731,357
-
9,731,357
Other long-term liabilities
922,297
-
922,297
Total liabilities
11,802,508
-
11,802,508
Total net assets
$
(3,458,467
)
340,019
$
(3,118,448
)
Consideration transferred
-
(66,987
)
(66,987
)
Investment retained by Grupo TMM
-
-
-
(Gain) loss on the disposition of subsidiaries
$
(3,458,467
)
$
273,032
$
(3,185,435
)

The gain derived from the loss of control of TMM DM is shown in the item of ‘Other income’ in the consolidated statement of income (see Note 19); due to the stockholders’ equity deficit of TMM DM, the fair value of the investment in an associate retained by Grupo TMM was determined nil, which is consistent with the subsequent valuation under the equity method.

The loss on the sale of other subsidiaries amounted to $273,032, which is shown in the item of ‘Other income’ in the consolidated statements of profit or loss (see Note 19).

These divestitures form part of the business plan and financial restructuring of Grupo TMM, which contemplates focusing its resources and operation in the specialized maritime segment, through a more efficient operating structure.

5
Cash and cash equivalents

Cash and cash equivalents at December 31, 2018 and 2017, are summarized as follows:

2018
2017
Cash on hand
$
864
$
925
Cash at banks
123,950
158,035
Short-term investments (a)
154,028
263,123
Restricted cash
39,313
39,471
$
318,155
$
461,554


(a)
Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.

Restricted cash
As at December 2018 and 2017, restricted cash represents the amount required to guarantee payments according to the obligations arising from the debt agreements for the acquisition of vessels and guarantee found for the sale of Terminal Marítima de Tuxpan, S.A. de C.V.

6
Trade receivables

Trade receivables at December 31, 2018 and 2017, are summarized as follows:

2018
2017
Maritime
Tugboats
$
26,149
$
14,033
Shipyards
18,897
30,015
Offshore vessels
13,542
21,719
Parcel tankers
12,350
14,773
Bulk Carrier
1,017
-
Others
182
167
Ports and terminals
Shipping agencies
39,877
44,426
Port services
8,843
5,154
Commercial leases
233
434
Logistics, warehousing and other businesses
Warehousing
47,695
52,034
Repair of containers
31,142
27,489
Automotive services
446
689
Other businesses
1,163
-
Total trade receivables
201,536
210,933
Contract assets
68,950
68,014
Allowance for doubtful accounts
(22,303
)
(28,310
)
$
248,183
$
250,637

All amounts are short-term. The net carrying value of trade accounts receivables is considered a reasonable approximation to fair value.

The movement in the allowance for doubtful accounts is presented below:

2018
2017
Balance as at January 1
$
28,310
$
35,353
Receivables written off during the year
(468
)
(10,482
)
Disincorporation of TMM DM
-
(9,311
)
Loss allowance (reversed) recognized during the year
(5,539
)
12,750
Balance as at December 31
$
22,303
$
28,310

Note 26 includes disclosures related to credit risk exposures and the analysis related to the allowance for expected credit losses. The impairment loss in 2017 was made by applying the incurred loss analysis in conformity with IAS 39, whereas it applied the expected loss model in accordance with IFRS 9 in the current year.

7
Other accounts receivable

Other accounts receivable at December 31, 2018 and 2017, are summarized as follows:

2018
2017
Recoverable taxes
$
183,927
$
175,268
Services for port, maritime and other operations
161,037
97,328
Insurance claims
12,286
958
Employees
4,466
8,561
Others
48,718
37,078
$
410,434
$
319,193

8
Leases

Financial leases as lessee
The Company has a ship named ‘Subsea 88’ under a financial lease, which started in November 2013 and will terminate in October 2023. As of December 31, 2018 and 2017, the carrying value of equipment in finance leases amounts $191,377 and $413,298, respectively.

The financial leasing liabilities are secured by the associated assets held under this modality. The minimum future financial leasing payments at the end of each reporting period are:

Within the
1st year
1 to 3
years
3 to 5
years
After 5
Years
Total
Balance at December 31, 2018
Lease payments
$
46,055
$
79,029
$
174,541
$
-
$
299,625
Financial charges
(31,300
)
(46,290
)
(49,294
)
-
(126,884
)
Present values, net
$
14,755
$
32,739
$
125,247
$
-
$
172,741

Within the
1st year
1 to 3
years
3 to 5
years
After 5
Years
Total
Balance at December 31, 2017
Lease payments
$
39,619
$
79,346
$
96,999
$
117,860
$
333,824
Financial charges
(28,665
)
(51,346
)
(58,456
)
(12,925
)
(151,391
)
Present values, net
$
10,954
$
28,000
$
38,543
$
104,935
$
182,433

The financial lease contract for ‘Subsea 88’ includes monthly lease payments and an option to buy at the end of the term.

Operating leases as lessee
At December 31, 2018, the operating leases report the following expiries:

Leased assets
Expire
Building
Apr. 2029
Cranes
Jul. 2020
Major vessel maintenance
Mar. 2020
Lift truck
Dec. 2019
Computer equipment
Oct. 2021

The contracts include an option to buy at certain times during the term or on expiry.

The minimum future payments on operating leases are:

Within the
1st year
1 to 3
years
3 to 5
years
After 5
Years
Total
Lease payments
At December 31, 2018
$
82,836
$
154,026
$
169,440
$
527,583
$
933,885
At December 31, 2017
$
77,589
$
143,067
$
158,278
$
617,718
$
996,652

9
Property, vessels and equipment

Property, vessels and equipment at December 31, 2018 and 2017 are summarized as follows:

2018
Net balances
at year start
Additions
Disposals
Transfers
and others
Depreciation
/ loss from
revaluation
Net balances
at year end
Estimated
useful
lives
(years)
Vessels
$
1,118,250
$
260
$
125,019
(c)
$
(162,962
)
(a) and
(e)
$
47,856
$
782,673
25
Shipyard
318
-
-
-
43
275
40
Major vessel maintenance
12,608
38,142
-
4,064
13,203
41,611
2.5
Buildings and facilities
242,204
5,732
-
604
9,639
238,901
20 y 25
Warehousing equipment
647
-
9
-
383
255
10
Computer equipment
556
459
-
47
481
581
3 y 4
Terminal equipment
6,885
2,252
-
(125
)
1,622
7,390
10
Ground transportation equipment
3,751
2,052
1,153
1,940
1,224
5,366
4,5 y 10
Other equipment
7,641
361
-
313
1,236
7,079
1,392,860
49,258
126,181
(156,119
)
75,687
1,084,131
Land
1,184,427
-
45,295
(d)
7,120
-
1,146,252
Construction in progress
46,248
37,025
-
(219
)
-
83,054
$
2,623,535
$
86,283
$
171,476
$
(149,218
)
$
75,687
$
2,313,437

2017
Net balances
at year start
Additions
Disposals
Transfers
and others
Depreciation
/loss from
revaluation
Net balances
at year end
Estimated
useful
lives
(years)
Vessels
$
8,028,276
$
99
$
2,113
$
(6,424,674
)
(a)
$
483,338
(b)
$
1,118,250
25
Shipyard
363
-
-
-
45
318
40
Major vessel maintenance
4,457
62,172
-
(1,266
)
52,755
12,608
2.5
Buildings and facilities
253,396
-
-
-
11,192
242,204
20 and 25
Warehousing equipment
1,242
-
-
-
595
647
10
Computer equipment
794
272
-
-
510
556
3 and 4
Terminal equipment
3,319
425
-
4,118
977
6,885
10
Ground transportation equipment
4,203
508
-
1,247
2,207
3,751
4.5 and 10
Other equipment
9,556
226
-
(67
)
2,074
7,641
8,305,606
63,702
2,113
(6,420,642
)
553,693
1,392,860
Land
1,060,661
-
41
148,807
25,000
1,184,427
Construction in progress
198,605
16,520
13,127
(155,750
)
-
46,248
$
9,564,872
$
80,222
$
15,281
$
(6,427,585
)
$
578,693
$
2,623,535

All the amounts for depreciation and for loss from revaluation are included as part of the depreciation, amortization and loss from revaluation on the consolidated statements of profit or loss.

The accumulated depreciation on property, vessels and equipment at December 31, 2018 and 2017 is $365,264 and $313,926, respectively. The decrease is basically due to the recognition of the fair value of the vessels; therefore, its accumulated depreciation was cancelled.


(a)
In 2018 is comprised primarily for revaluation surplus by $161,411. In 2017 is comprised primarily for revaluation surplus by $941,957 net of reduction for deconsolidation of TMM DM in a total of $7,445,415.


(b)
In 2017 includes $56,213 loss from revaluation of two vessels .


(c)
On May 7, 2018, was formalized the sale of the chemical tanker Maya to Yangzijiang Express Shipping PTE. LTD, by TMM Parcel Tankers, S.A. de C.V., subsidiary of Grupo TMM.


(d)
The sale agreement of the land located in Santiago Tlaltepoxco in the Municipality of Huehuetoca, State of Mexico, between Comercializadora Columbia, S.A. de C.V. and Inmobiliaria TMM, S.A. de C.V., a subsidiary of Grupo TMM , was entered into on March 27, 2018.


(e)
At 2018 year end, the supply vessel ‘Subsea 88’ suffered a major mishap in one of its areas and for which it stopped operating. As at December 31, 2018, Grupo TMM was making the corresponding insurance claims without a final settlement having been issued on the mishap as of that date. Since the repair of the ship requires a substantial time that affects future cash flows, Management recognized a loss in fair value in the amount of $206,076 . As at the issue date of the consolidated financial statements, the final opinion has not been issued by the insurance company.

If the cost model had been used, the revalued carrying amounts for vessels, land and properties at December 31, 2018 and 2017, would be as follows:

2018
2017
Vessels
$
400,098
$
452,100
Lands
715,616
715,616
Properties
152,249
156,888
$
1,267,963
$
1,324,604

The revalued amounts include a revaluation surplus of $899,863 and $1,220,277 in 2018 and 2017, respectively, before taxes, which is not available for distribution to stockholders.

Fair value measurement
See Note 25 regarding the measuring of fair value for vessels and properties.

Guarantees
At December 31, 2018 and 2017 , 4 vessels (5 vessels in 2017) are securing financial debt with ‘Act Maritime, LLC.’ and ‘B.V. Scheepswerf Damen Gorinchem’, as well as the financial lease with ‘FTAI Subsea 88’ . Likewise, there are 2 properties in 2018 and 2017 securing various bank loans.

10
Concession rights

The Company holds concessions to operate the cruise and vehicle terminal at the port of Acapulco, Guerrero and the tugboat services at the port of Manzanillo, Colima. Under these concession agreements, the Company is obliged to keep the facilities included in the concession in good condition. At the end of the concessions, these facilities will revert to the federal government.

Therefore, the concession rights and the partial rights assignments provide for rights in favor of the federal government (see Note 28).

At December 31, 2018 and 2017, the Company was in compliance with its obligation to maintain the concessioned facilities in good condition.

The concession rights at December 31, 2018 and 2017 are summarized as follows:

2018
2017
Years to
amortize
Administración Portuaria Integral de Acapulco (a)
$
94,607
$
94,607
10
Transportación Marítima Mexicana (b)
30,266
30,266
-
124,873
124,873
Accumulated amortization
(115,414
)
(111,629
)
Concession rights, net
$
9,459
$
13,244

The amortization of the concession rights was $3,785 for the years ended December 31, 2018 and 2017.


(a)
Concession expires June 2021.


(b)
Renewal expires January 16, 2023, with the possibility of renewing for another 8 years. In January 2007, the total value of this concession was amortized prior to the renewal.

11
Other non-current assets

Other non-current assets at December 2018 and 2017 are as follows:

2018
2017
Prepaid expenses
$
42,406
$
29,535
Security deposits
18,344
7,076
Other equity investments
5,988
5,989
Services & Solutions Optimus, S.A. de C.V. (b)
(1,217
)
(1,217
)
Almacenes de Jugos Cítricos de México, S.A.P.I. de C.V. (a)
-
-
TMM División Marítima, S.A. de C.V. (c)
-
-
$
65,521
$
41,383


(a)
In July 2014, Grupo TMM contributed $40,000 to the capital stock of Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V., which represents 21% of the voting shares. Since this entity has not started up operations as at the issue date of the consolidated financial statements, Company Management decided reserve the investment in its entirety.


(b)
On February 24, 2016, Grupo TMM entered into a ‘Project Development Contract’, through its subsidiary Services & Solutions Optimus, S. de R.L. de C. V. (Optimus) with TransCanada and Sierra Oil & Gas, through its subsidiary Caoba Energia, S. de R.L. de C.V. (an unrelated third party, henceforth ‘Caoba’), whereby a petroleum liquid terminal (‘Tuxpan Project’) will be developed.

In accordance with the Project Development Contract, on February 29, 2016, Caoba contributed the capital stock of Optimus in the amount of $4,563, thereby diluting the equity of Grupo TMM to 50%, and granting joint control to the parties to this agreement. The foregoing is classified as a joint venture. In addition, Grupo TMM and Caoba would contribute $6.16 million dollars each one for a total contribution amounting to $12.333 million dollars in the capital stock of Optimus, which should be paid within a period of 3 years as of May 26, 2016.

Caoba would make the payment on capital stock through a payment in kind of costs and expenses related to the Tuxpan Project, and Grupo TMM will capitalize that Optimus has in benefit of the Company, derived from the sale of the land (see Notes 19).

As discussed in Note 29, on February 14, 2019, the Company acquired the remaining 50% of this joint venture (Optimus) from TransCanada and Sierra Oil & Gas. Consequently, effective on such date, Optimus will be a 100% subsidiary of Grupo TMM. The purpose of this acquisition is to continue to develop hydrocarbon and refined oil product storage and transportation infrastructure, such as gasoline, diesel, and turbosine in the Port of Tuxpan, to meet the growing demand thereof.


(c)
As discussed in Note 4, the Company lost control of its subsidiary TMM DM in 2017, retaining 15% equity in its capital and exercising significant influence. Accordingly, this investment has been classified as an investment in associate. As at December 31, 2018 and 2017, the value of this investment is nil, since the stockholders’ equity of TMM DM is negative. Moreover, in accordance with the statutes of TMM DM, the stockholders only assume obligation in connection with their equity up to the amount thereof.

12
Intangible assets

Intangible assets at December 31, 2018 and 2017 are summarized as follows:

2018
Net balances
at year start
Additions
(Disposals)
Transfers
and others
Amortization
Net balances
at year end
Estimated
useful life
(years)
Software
$
2,362
$
-
$
-
$
1,453
$
909
3 and 5
Trademark (a)
125,528
-
-
-
125,528
Indefinite
$
127,890
$
-
$
-
$
1,453
$
126,437

2017
Net balances
at year start
Additions
(Disposals)
Transfers
and others
Amortization
Net balances
at year end
Estimated
useful life
(years)
Software
$
8,114
$
-
$
(4,079
)
$
1,673
$
2,362
3 and 5
Trademark (a)
125,528
-
-
-
125,528
Indefinite
$
133,642
$
-
$
(4,079
)
$
1,673
$
127,890


(a)
Corresponds to the rights on the Marmex trademark associated with the specialized maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing.

The accumulated amortization of intangible assets at December 31, 2018 and 2017 is $4,236 and $10,822, respectively.

13
Impairment of long-lived assets

At December 31, 2018 and 2017, Grupo TMM had performed annual impairment tests. The recoverable amounts of the cash generating units were determined based on calculations of the value in use and fair value less costs of sale as follows:

Vessels and trademark
Vessels are identifiable assets that individually generate cash flows which are largely independent from the flows from other assets or groups of assets. The trademark is considered an asset that does not generate flows independently, therefore this was grouped with the vessels as a cash-generating unit (specialized maritime division segment) together with other long-lived assets in this segment.

The recovery value for these assets was determined as the higher between their value in use and their market value, less selling costs. At December 31, 2018 and 2017, no impairment losses were determined for these assets.

Properties
The recoverable value of properties was determined as their fair value less costs of sale, which are considered immaterial in terms of the fair value. The determination of fair value is described in Note 25. At December 31, 2018 and 2017 no impairment losses were determined for these assets.

Corporate assets and other long-lived assets
These assets are not identified with any cash-generating unit, therefore these were evaluated at the Grupo TMM level. The recoverable amount of these assets was determined as their value in use. At December 31, 2018 and 2017, no impairment losses were determined for these assets.

The recoverable amounts for cash-generating units were determined based on calculations of the value in use, covering a detailed three-year projection, followed by an extrapolation of the cash flows expected for the useful lives remaining for the assets using the growth rates determined by Management.

The present value of the cash flows expected for each segment was determined applying an appropriate discount rate.

2018
2017
Growth
rate
Discount
rate
Growth
rate
Discount
rate
Vessels
2.00
%
7.18
%
2.00
%
7.18
%

Growth rates
The growth rates reflect the long-term average for these rates for the specialized maritime segment (all publicly available).

Discount rates
The discount rate reflects adequate adjustments associated with the market risk and the specific risk factors.

Cash flow assumptions
The key assumptions of Management for the specialized maritime segment include stable profit margins, which have been determined based on experience in this market. Grupo TMM Management considers this to be the best information available to forecast this market. The cash flow projections reflect stable profit margins achieved before the period covered by said projections. No consideration has been given to efficiency improvements and prices and salaries reflect the inflation projected for the industry, which are publicly available.

In addition to the considerations described above for determining the value in use of assets and the cash-generating units described above, Management is currently not aware of any other probable change that could require changes in their estimate. However, the estimate for the recoverable amount for the specialized maritime segment is particularly sensitive to the discount rates. If the discount rate used increases 1%, the value in use would decrease up to 6 . 61% in terms of the value determined, the value that continues to exceed the carrying value of the aforementioned assets.

14
Financial assets and liabilities

Categories of financial assets and liabilities
The financial assets and liabilities at December 31, 2018 and 2017 are summarized as follows:

2018
2017
Financial assets
Valued at amortized cost
Cash and cash equivalents
$
278,842
$
422,083
Restricted cash
39,313
39,471
Trade receivables
179,233
182,623
Other accounts receivable
226,508
143,925
Related parties
207,964
217,188
Total current financial assets
$
931,860
$
1,005,290
Financial liabilities
Valued at amortized cost
Short-term portion of the financial debt
$
223,362
$
502,361
Trade payables
262,090
169,072
Accounts payable and accrued expenses
346,505
339,426
Related parties
18,379
34,756
Total short-term portion of the financial debt
850,336
1,045,615
Long-term financial debt
392,063
396,257
Total financial liabilities
$
1,242,399
$
1,441,872

At December 31, 2018 and 2017, the carrying value of the financial assets and liabilities at amortized cost is considered similar to their fair value.

The information for financing at December 31, 2018 and 2017 is summarized as follows:

2018
2017
Short-term
Long-term
Short-term
Long-term
Payable in Mexican pesos
Daimler Financial Services México, S. de R.L. de C.V .(a)
$
8,191
$
18,579
$
17,218
$
21,246
Recognition of debt and substitution of debtor for $40.9 million at a fixed rate of 12%, with monthly payments of principal and interest and maturing November 2019.
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 $28 million at a 12.9% fixed rate, with monthly payments on principal and interest, due October 2021.
Banco Autofin México, S.A. Institución de Banca Múltiple
23,342
52,036
19,559
55,930
Five lines of credit with mortgage surety for $45.8, $34.6, $25.5, $21.6, and $8.4 million at a variable rate of the 28- day TIIE plus 450 basis points, with monthly payments of principal and interest, maturing September 2021.
On November 26, 2018, a new line of credit was drawn down in the amount of $20 million at a variable rate at 28-day TIIE, plus 550 base points, due November 2023.
INPIASA, S.A. de C.V. (b)
1,566
2,610
1,566
4,175
Contract for line of credit, the first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021.
Banco del Bajío, S.A. (b)
1,304
-
1,423
1,304
$8.5 million line of credit at a variable rate of the 28-day TIIE plus 250 points, with monthly payments of principal and interest, and maturing November 2019.
HSBC, S.A. (b)
1,629
2,173
1,629
3,802
$9.77 million line of credit at a variable rate of the 28-day TIIE plus 300 points, with monthly payments of principal and interest, and maturing April 2021.
Banco del Bajío, S.A. Intemza (b)
1,264
842
1,264
2,106
$9.36 million line of credit at a variable rate of the 28-day TIIE plus 250 points, with monthly payments of principal and interest, and maturing August 2020.

2018
2017
Short-term
Long-term
Short-term
Long-term
CI Banco S.A. Institución de Banca Múltiple
-
-
15,000
-
$40 million line of credit at a variable rate of the 28-day TIIE plus 150 points, with monthly payments of principal and interest on outstanding balances, and maturing November 2018.
Interest payable
6,801
-
2,213
-
44,097
76,240
59,872
88,563
Payable in US dollars
DVB Bank América, NV (c)
-
-
282,677
-
Two lines of credit with mortgage surety; the first for US$25.0 million (approximately $485.2 million) at an average rate of 7.42% and maturing May 2017. The second, for US$27.5 million, at an average rate of 7.78%, and maturing June 2017.
The restructuring of the payment schedule and outstanding balance amounting to $16 million dollars was formalized in June 2017, with a variable Libor rate at 90 days plus 325 points, with monthly payments on principal and interest on unpaid balances, due June 2018.
On May 17, 2018, the total line was prepaid in the original amount of $25 million dollars.
The Company was awarded an extension of the due date of the second line, which originally amounted to $27.5 million dollars. It was entirely liquidated on September 19, 2018.
ACT Maritime, LLC  (c)
15,330
81,452
-
-
A line of credit at 5 years was contracted in September 2018 in the amount of $5.52 million dollars with a variable Libor rate at 90 days plus 750 points, with quarterly payments of principal and interest, due September 2023. The total credit line that it had with DVB Bank America NV was totally liquidated with the proceeds of this line
DEG-Deutsche Investitions – UND (d)
35,382
-
23,682
29,603
US$8.5 million line of credit with pledge surety at 8.01% fixed rate, with semiannual payments of principal and interest on outstanding balances, with a two-year grace period on the principal and maturing July 2014.
On September 2, 2016, the restructuring of the outstanding balance amounting to $4.1 million dollars (approximately 80.9 million) by extending the due date up to December 2019, with quarterly payments on principal and interest on the unpaid balance at a variable Libor rate at 90 days plus 550 points for the first 4 quarters, 650 points for the next 4 quarters, 750 points for the net 4 quarters, and finally 900 points for the last 2 quarters.
In order to have a better payment profile, the Company is negotiating with the bank to extend the credit term.

2018
2017
Short-term
Long-term
Short-term
Long-term
Other (e)
88,455
-
98,677
-
Unsecured credits were contracted, each one amounting to $3 million dollars at a fixed rate of 11.25%, with semester payments on principal and interest, originally due January 2016.
Both credits were contracted again in January 2017, and $1 million dollars on one of them was paid and both were due in July 2017.

The payment rescheduling and outstanding balance amounting to $5 million dollars were formalized in July 2017, with a fixed rate of 11.25% with monthly payments on interest and principal, due July 2018.
A new rescheduling of payments and unpaid balance amounting to $4.5 million dollars was formalized in July 2018, with an 11.25% fixed rate with monthly interest payments. The principal amounting to $500 thousand dollars was paid in July 2018, and the balance of 4.5 million dollars is due in July 2019.
FTAI Subsea 88, Ltd
14,755
157,986
10,954
171,479
US$10.8 million line of credit through financial leasing, at 15.92% fixed rate with monthly payments of principal and interest on outstanding balances and maturing November 2023.
The Company has been in a negotiation process with the finance entity to improve its debt payment profile since October 2018, due to the incident of the ship financed in November 2018.  (See Note 9)
153,922
239,438
415,990
201,082


2018
2017
Short-term
Long-term
Short-term
Long-term
Payable in euros
B V Scheepswerf Damen Gorinchem
25,343
76,385
26,499
106,612
Opening line of credit amounting to $7.58 million euros (approximating $159.2 million), at a 7.0% fixed rate with semester payments on principal and interest on unpaid balances and due November 2022.
25,343
76,385
26,499
106,612
$
223,362
$
392,063
$
502,361
$
396,257


(a)
On October 11, 2018 Company concluded a new restructuring process of the payment schedule due in October 2021.


(b)
They correspond to judicial and private agreements signed for the debt recognition with respect to Deposit Certificates secured and backed by Almacenadora de Depósito Moderno, S.A. de C.V. (ADEMSA), related party.


(c)
The total line was prepaid in the original amount of $25 million dollars on May 17, 2018. The Company was awarded an extension of the due date of the second line, which originally amounted to $27.5 million dollars up to September 19, 2018, date on which the line with DVB Bank America, NV was entirely paid. This payment was made with the proceeds of a new line of credit with ACT Maritime, LLC. (Subsidiary of Alterna Capital Partners, LLC.) in the amount of $5.52 million dollars at a 5 year term.


(d)
The Company formally completed the restructuring of the payment schedule and the new due date will be on December 15, 2019. The Company started negotiations with the Bank to extend the due date of the credit and improve its amortization profile.


(e)
On July 19, 2018, both loans were re-contracted, extending the term to July 19, 2019. On the date of authorization of issuance of these consolidated financial statements, the Company is up to date with its obligations.

Covenants
Some of the agreements related to the abovementioned loans contain certain covenants including the observance of certain financial ratios, restrictions on dividend payments, and sales of assets, among others. As at December 31, 2018 and 2017, Grupo TMM and subsidiaries complied with the covenants set forth in those contracts.

The interest expense on the trust certificates and bank loans was $80,580 and $1,039,856 for the periods of twelve months ended December 31, 2018 and 2017, respectively .

The maturity of the long-term financial debt at December 31, 2018 and 2017 is as follows:

Maturity
2018
2017
2019
$
-
$
115,683
2020
99,363
65,390
2021
95,243
61,711
2022
72,985
48,538
2023
124,472
104,935
$
392,063
$
396,257


(a)
There is no financing due subsequent to 2023.

15
Balances and transactions with related parties

The accounts payable and transactions with related parties at December 31, 2018 and 2017 are summarized as follows:

2018
2017
Receivable
Payable
Receivable
Payable
Optimus (see Note 11)
$
59,098
$
-
$
59,098
$
-
SSA México, S.A. de C.V. (a)
-
18,379
-
34,756
TMM DM (b)
148,866
-
158,090
-
$
207,964
$
18,379
$
217,188
$
34,756

(a)
SSA México, S.A. de C.V., is a company with which Grupo TMM and Administración Portuaria Integral de Acapulco, S.A. de C.V. conduct leasing operations and consulting.


(b)
The balances with TMM DM arise due to the loss of control of the latter and are related to the maritime operations of TMM DM with the Group.

The most relevant transactions with related parties at December 31, 2018, 2017 and 2016 are summarized as follows:

2018
2017
2016
Income:
Gain on sale of fixed assets (see Note 9)
$
-
$
-
$
54,679
Maritime services provider (c)
187,426
-
-
Leases (a)
66
788
788
$
187,492
$
788
$
55,467
Expenses:
Other expenses (b)
$
366
$
415
$
346


(a)
Grupo TMM, S.A.B. lease operations with SSA México, S.A. de C.V.


(b)
Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.


(c)
Maritime services provider between TMM Direccion Corporativa, S.A. de C.V, subsidiary of Grupo TMM and TMM DM, related party.

Transactions involving executive personnel for the years ended December 31, 2018, 2017 and 2016 include the following expenses:

2018
2017
2016
Short-term benefits
Salaries
33,790
$
31,065
$
37,768
Social security costs
462
471
623
$
34,252
$
31,536
$
38,391

16
Accounts payable and accrued expenses

Accounts payable and accrued expenses at December 31, 2018 and 2017 are shown as follows:

2018
2017
General expenses
$
149,621
$
143,409
Purchased services
92,176
91,122
Operating expenses
45,187
42,035
Taxes payable
11,018
1,492
Salaries and wages
1,404
1,678
Other
58,117
62,182
$
357,523
$
341,918

17
Stockholders’ equity

Capital stock
At December 31, 2018 and 2017, the Company’s capital stock is comprised of 102,182,841 shares outstanding, registered, without par value, and with voting rights, which may be held by Mexican nationals, investors, or companies that include in their bylaws the exclusion of foreigners clause. Foreigners may acquire shares under the figure of American Depository Shares (‘ADSs’).

The TMM ADSs are traded ‘Over-The-Counter’ (‘OTC’) under the listing code GTMAY. The underlying TMM common shares for the ADSs continue to be traded on the Mexican Stock Exchange under the listing code TMM A.

Net tax profit account (CUFIN)
As at December 31, 2018 and 2017, the restated balance of the Net Taxable Income Account (CUFIN for its acronym in Spanish ) of the Holding Company amounts to $3,514,258 and $3,326,220, respectively, which was generated up to December 31, 2013. No new balances have been generated in this account thereafter

Dividends or earnings distributed to stockholders that are paid out of the CUFIN balance generated up to December 31, 2014 will not be subject to income tax until that balance is exhausted. Moreover, those balances paid out of the CUFIN generated beginning fiscal 2014 paid to individuals or foreign residents are subject to a 10% tax, which is final.

Dividends not drawn from the CUFIN, in addition to the above, will continue to be subject to income tax, paid by the entity, based on the general rate set by law, which is definitive and may be credited against the income tax for this and the next two years. The balance in these accounts is susceptible to adjustment to the distribution date using the Mexican Consumers’ Price Index (INPC).

Capital decreases
At December 31, 2018 and 2017, the current balance in the Capital Contribution Account (CUCA for its acronym in Spanish ) is $4,590,566 and $4,379,058, respectively. In the event of capital reimbursement or decreases in favor of stockholders, the surplus for said reimbursement on this amount will be treated as a distributed earning.

In the event the equity capital exceeds the balance in the CUCA, the difference will be considered a dividend or distributed earning subject to the payment of income tax. If the earnings in reference come from the CUFIN, there will be no corporate tax due for the capital decrease or reimbursement. Otherwise, these will be treated as dividends or distributed earnings.

Other components of equity
Details of other components of equity at December 31, 2018 and 2017 are shown following:

Statutory
reserve
Defined
benefit
plan
Premium on
convertible
obligations
Translation
result
Revaluation
surplus
Total
Balance at December 31, 2016
$
216,948
$
(1 36,441
)
$
77,106
$
(247,668
)
$
2,353,163
$
2,263,108
Revaluation of vessels and properties
-
-
-
-
941,957
941,957
Defined benefit plan
-
319
-
-
-
319
Reclassification from disposal of properties and depreciation
-
-
-
-
(2,073,235
)
(a)
(2,073,235
)
Total before taxes
-
319
-
-
(1,131,278
)
(1,130,959
)
Tax expense
-
(96
)
-
-
(282,587
)
(282,683
)
Total net of taxes
-
223
-
-
(1,413,865
)
(1,413,642
)
Balance at December 31, 2017
$
216,948
$
(136,218
)
$
77,106
$
(247,668
)
$
939,298
$
849,466
Revaluation of vessels
-
-
-
-
(161,411
)
(161,411
)
Defined benefit plan
-
15,430
-
-
-
15,430
Reclassification from disposal of properties and depreciation
(40,335
)
(40,335
)
Total before taxes
-
15,430
-
-
(201,746
)
(186,316
)
Tax expense
-
(4,629
)
-
-
48,423
43,794
Total net of taxes
-
10,801
-
-
(153,323
)
(142,522
)
Balance at December 31, 2018
$
216,948
$
(125,417
)
$
77,106
$
(247,668
)
$
785,975
$
706,944


(a)
It corresponds to the reclassification of the revaluation surplus to accumulated losses from the sale of properties and to the depreciation of the period of revaluation of properties and vessels.

18
Revenues

The revenues at December 31, 2018, 2017 and 2016 are summarized as follows:

2018
2017
2016
Maritime
Parcel tankers
$
312,305
$
298,631
$
327,202
Maritime administration services
187,426
-
-
Bulk Carrier
144,664
40,693
-
Shypyard
138,517
65,429
68,745
Offshore vessels
56,506
826,264
978,282
Tugboats
70,037
270,225
322,136
Tankers
-
450,078
471,220
Ports and terminals
Port services
101,688
67,937
64,230
Shipping agencies
64,283
66,259
52,478
Logistics, warehousing and other businesses
Repair of containers
234,534
183,966
149,098
Warehousing
160,991
149,894
126,070
Intermodal terminal
47,581
40,677
38,585
Automotive services
4,534
4,886
3,219
Others business
-
-
46,219
Total consolidated revenue
$
1,523,066
$
2,464,939
$
2,647,484

The Company’s revenues do not show any particular grouping characteristic, such as by type of customer (government and private), geographic zone, etc. The main grouping is shown based on the type of revenue for each segment. Moreover, as discussed in Note 3.17, all of the Company’s revenues are recognized over time.

19
Other income

Other income (expenses) at December 31, 2018, 2017 and 2016 is summarized as follows:

2018
2017
2016
Gain (loss) from the sale of subsidiaries (a)
$
111,484
$
(273,032
)
$
-
Recoveries of taxes paid in prior years, net of expenses for recovery
(3,919
)
43,884
-
Cancellation of projects
(5,604
)
(13,127
)
(6,240
)
Other, net
664
1,554
2,576
Gain from loss of control of subsidiary TMMDM (see Note 4)
-
3,458,467
-
Income from sale of fixed assets (b) (Note 11)
-
-
56,534
$
102,625
$
3,217,746
$
52,870


(a)
In 2018 and 2017, corresponds to the income from the sale of subsidiaries (see Note 4).


(b)
It includes the sale of a land to Optimus on June 20, 2016 (see Note 11).

20
Interest expense and other financial costs

This line at December 31, 2018, 2017 and 2016 is comprised as follows:

2018
2017
2016
Interest on other loans
$
80,580
$
97,590
$
98,630
Amortization of transaction cost associated with other loans
2,164
4,137
6,011
Other financial expenses
2,146
3,802
3,645
Interest on trust certificates
-
942,266
684,829
Transaction cost of mandatorily convertible debentures into shares
-
87,482
-
Amortization of trust certificate transaction cost
-
75,209
76,152
$
84,890
$
1,210,486
$
869,267

21
Income tax and tax loss carryforwards

Income Tax
Results for the year
Grupo TMM and Subsidiaries incurred combined tax profits (losses) for the years ended December 2018 and 2017, in the amounts of $157,448 and $(432,139) , respectively. Most of the companies that generated taxable income fully offset them against tax losses from prior years. Income tax recognized in profit or loss corresponds to subsidiaries that generated taxable income of $15,997 and $10,000, respectively.

The difference between taxable and book income is due primarily to the net effect of the gain or loss on inflation recognized for tax purposes, the difference between tax and book amortization and depreciation, non-deductible expenses, gain from loss of control of subsidiary, as well as certain temporary differences reported in different periods for financial and tax purposes.

In accordance with the currently enacted Income Tax Law, the rate for 2016, 2017, 2018, and subsequent years is 30%.

The provision for income tax recognized in the statement of profit or loss for the years ended December 31, 2018, 2017 and 2016 is shown following:

2018
2017
2016
Income tax
$
(4,799
)
$
(3,000
)
$
(3,433
)
Deferred income tax
-
(513,732
)
272,048
Total income tax (expense) benefit
$
(4,799
)
$
(516,732
)
$
268,615

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company at December 31, 2018, 2017 and 2016 is as follows:

2018
2017
2016
Profit (loss) before taxes
$
28,348
$
1,846,311
$
(775,179
)
Income tax
(8,504
)
(553,893
)
232,554
(Decrease) increase from:
Difference in depreciation and amortization
(56,356
)
503,479
48,701
Revaluation surplus
(48,424
)
265,723
132,019
Income recognized in advance
(62
)
(1,678
)
(8,261
)
Materials and supplies
(19,888
)
5,503
(15,673
)
Inflationary and currency exchange effects on monetary assets and liabilities, net
(26,686
)
(203,983
)
(102,928
)
Tax losses – net
206,485
(1,255,433
)
116,906
Provisions and allowance for doubtful accounts
(44,609
)
(183,963
)
(63,803
)
Difference between the tax and book value for the sale of assets
(15,551
)
(435
)
(60,277
)
Difference between the tax and book value for the sale of shares
20,800
956,613
20,136
Non-deductible expenses
(12,004
)
(48,665
)
(30,759
)
Provision for income tax
$
(4,799
)
$
(516,732
)
$
268,615

The components of deferred tax liability at December 31, 2018 and 2017 are comprised as follows:

2018
2017
Concession rights and property, vessels and equipment
$
(580,703
)
$
(619,651
)
Portion of tax loss carryforwards for subsequent years
308,380
279,334
Inventories and provisions – net
45,520
65,091
Total deferred tax liability
$
(226,803
)
$
(275,226
)

Tax loss carryforwards
At December 31, 2018, Grupo TMM and its subsidiaries, report the following cumulative tax losses, which are restated applying the INPC factors according to Mexican law.

Year in which the
loss was incurrred
Amounts
Year of expiration
2009
$
87,963
2019
2010
149,754
2020
2011
86,080
2021
2012
184,313
2022
2013
227,106
2023
2014
148,867
2024
2015
64,961
2025
2016
362,084
2026
2017
72,102
2027
2018
183,172
2028
$
1,566,402

22
Segment reporting

The Company operates in the following segments: i) specialized maritime transportation, ii) logistics, and iii) ports and terminals, iv) warehousing. Specialized maritime transportation operations (‘Specialized Maritime Division’) include transportation of bulk liquid products, materials, and provisions for drilling platforms, as well as towing services for ships. Logistics solution service operations (‘Logistics Division’). Operations at ports and terminals (‘Port and Terminal Division’) include loading and unloading, storage at maritime port terminals, and shipping agency operations. Storage operations (‘Storage Division’) include storage and management of the facilities and bonded warehouses.

There are no changes in the measuring methods used to calculate the earnings reported for each segment. The information for each operating segment is as follow:

December 31, 2018
Specialized
maritime
division
Logistics
division
Ports and
terminal
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
Revenue
$
909,455
$
286,649
$
165,971
$
160,991
$
-
$
1,523,066
Costs and expenses
(727,535
)
(248,364
)
(106,993
)
(165,388
)
(473
)
(1,248,753
)
Corporate expenses
-
-
-
-
(198,404
)
(198,404
)
Depreciation and amortization
(59,451
)
(2,772
)
( 9,616
)
(1,305
)
(7,133
)
(80,277
)
Trasnportation profit (loss)
$
122,469
$
35,513
$
49,362
$
( 5,702
)
$
(206,010
)
$
(4,368
)
Costs, expenses and revenue not allocated
27,917
Net profit for the year
$
23,549
Total assets by operating segment
$
2,641,105
$
55,586
$
1,766,631
$
238,740
$
-
$
4,702,062
Shared assets
-
-
-
-
(920,978
)
(920,978
)
Total assets
$
2,641,105
$
55,586
$
1,766,631
$
238,740
$
( 920,978
)
$
3,781,084
Total liabilities by operating segment
$
887,042
$
19,055
$
255,460
$
66,515
$
-
$
1,228,072
Shared liabilities
-
-
-
-
428,754
428,754
Total liabilities
$
887,042
$
19,055
$
255,460
$
66,515
$
428,754
$
1,656,826
Total capital expenditures by segment
$
42,745
$
592
$
13,176
$
582
$
-
$
57,095
Shared capital expenditures
-
-
-
-
29,188
29,188
Total capital expenditures
$
42,745
$
592
$
13,176
$
582
$
29,188
$
86,283

December 31, 2017
Specialized
maritime
division
Logistics
division
Ports and
terminal
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
Revenue
$
1,951,320
$
229,529
$
134,196
$
149,894
$
-
$
2,464,939
Costs and expenses
(1,386,282
)
(193,826
)
(112,771
)
(180,356
)
(1,123
)
(1,874,358
)
Corporate expenses
-
-
-
-
(205,622
)
(205,622
)
Depreciation and amortization
(541,030
)
(1,660
)
(11,143
)
(1,205
)
(7,877
)
(562,915
)
Trasnportation profit (loss)
$
24,008
$
34,043
$
10,282
(31,667
)
$
(214,622
)
$
(177,956
)
Costs, expenses and revenue not allocated
1,507,535
Net profit for the year
$
1,329,579
Total assets by operating segment
$
5,617,173
$
38,833
$
1,904,928
$
153,196
$
-
$
7,714,130
Shared assets
-
(3,589,918
)
(3,589,918
)
Total assets
$
5,617,173
$
38,833
$
1,904,928
$
153,196
$
(3,589,918
)
$
4,124,212
Total liabilities by operating segment
$
849,416
$
19,425
$
256,121
$
56,296
$
-
$
1,181,258
Shared liabilities
-
-
-
-
713,892
713,892
Total liabilities
$
849,416
$
19,425
$
256,121
$
56,296
$
713,892
$
1,895,150
Total capital expenditures by segment
$
64,054
$
-
$
9,034
$
42
$
-
$
73,130
Shared capital expenditures
-
-
-
-
7,092
7,092
Total capital expenditures
$
64,054
$
-
$
9.034
$
42
$
7,092
$
80,222

December 31, 2016
Specialized
maritime
division
Logistics
division
Ports and
terminal
division
Warehousing
division
Other
businesses
and shared
accounts
Total
Consolidated
Revenue
$
2,167,585
$
190,902
$
116,708
$
126,070
$
46,219
$
2,647,484
Costs and expenses
(1,385,458
)
(158,403
)
(100,109
)
(169,737
)
(46,460
)
(1,860,167
)
Corporate expenses
-
-
-
-
(194,215
)
(194,215
)
Depreciation and amortization
(534,525
)
(1,908
)
(10,489
)
(947
)
(7,375
)
(555,244
)
Transportation profit (loss)
$
247,602
$
30,591
$
6,110
$
(44,614
)
$
(201,831
)
$
37,858
Costs, expenses and revenue not allocated
(544,422
)
Net loss for the year
$
(506,564
)
Total assets by operating segment
$
12,830,358
$
25,929
$
1,739,936
$
148,828
$
-
$
14,745,051
Shared assets
-
-
-
-
(2,821,750
)
(2,821,750
)
Total assets
$
12,830,358
$
25,929
$
1,739,936
$
148,828
$
(2,821,750
)
$
11,923,301
Total liabilities by operating segment
$
11,107,505
$
23,874
$
276,772
$
47,681
$
-
$
11,455,832
Shared liabilities
-
-
-
-
(496,521
)
(496,521
)
Total liabilities
$
11,107,505
$
23,874
$
276,772
$
47,681
$
(496,521
)
$
10,959,311
Total capital expenditures by segment
$
160,691
$
-
$
1,087
$
139
$
-
$
161,917
Shared capital expenditures
-
-
-
-
155
155
Total capital expenditures
$
160,691
$
-
$
1,087
$
139
$
155
$
162,072

23
Employee benefits

Expense for employee benefits
The expenses recognized for employee benefits are:

2018
2017
2016
Salaries, benefits and inherent
$
347,403
$
550,491
$
654,677
Pensions – defined benefit plans
21,211
21,284
(14,764
)
$
368,614
$
571,775
$
639,913

The liabilities recognized for pensions and other employee remunerations in the consolidated statement of financial position are comprised as follows:

2018
2017
Long-term:
Pensions and seniority premium
$
151,002
$
150,873
Termination of employment
25,604
24,687
$
176,606
$
175,560

The liabilities for employee benefits, short term, are included in the line ‘Accounts payable and accrued liabilities’ in the consolidated statements of financial position, which at December 31, 2018 and 2017 are $1,404 and $1,678, respectively.

Remunerations on the termination of employment
The seniority premiums and the retirement plan (‘pensions’) obligations are based on actuarial calculations using the projected unit credit method. Pension benefits are based mainly on years of service, age, and salary level upon retirement.

The amounts charged to operations include the amortization of the cost of past services over the average time of service remaining. The Company continues with its policy of recognizing actuarial losses and gains for seniority premiums and pensions in the consolidated statement of operations, the actuarial (loss) gain net of taxes for 2018 and 2017 was $10,801 and $223, respectively.

The plan exposes Grupo TMM to such risks as interest rate, investment, mortality, and inflation.

Interest rate risk
The present value of the defined benefits obligation is calculated using a discount rate making reference to the market performance of high - quality corporate bonds.

The estimated term for the bonds is consistent with the estimated term for the defined benefits obligation and is denominated in pesos. A decrease in the market performance of high - quality corporate bonds will increase the defined benefits obligation of Grupo TMM, although this is expected to be partially compensated by an increase in the fair value of certain of the plan’s assets.

Investment risk
The plan assets are predominantly capital and debt instruments traded on the Mexican Stock Exchange which are considered low risk.

Mortality risk
Grupo TMM provides benefits for life to those who are covered by the defined benefits liability. An increase in the life expectancy of such persons will increase the defined benefits liability.

Inflation risk
A significant proportion of the defined benefits obligation is linked to inflation. An increase in the inflation rate will increase the Company’s obligation.

The details of the net cost for the period for seniority premiums and termination of employment, and also the basic actuarial estimates for the calculation of these labor obligations is shown as follows:

2018
2017
Pensions and
seniority
premiums
Termination
of
employment
Pensions and
seniority
premiums
Termination
of
employment
Current service cost
$
4,114
$
1,858
$
5,460
$
1,868
Interest cost
12,994
2,245
12,015
1,941
Net cost for the period
$
17,108
$
4,103
$
17,475
$
3,809

At December 31, 2018 and 2017, the reserve for pensions and seniority premiums, and also for the termination of employment, is comprised as follows:

2018
2017
Pensions and
seniority
premiums
Termination
of
employment
Pensions and
seniority
premiums
Termination
of
employment
Defined benefit obligations
$
154,128
$
25,604
$
153,572
$
24,687
Plan assets
(3,126
)
-
(2,699
)
-
Total reserve
$
151,002
$
25,604
$
150,873
$
24,687

At December 31, 2018 and 2017, the defined benefit obligations (DBO) for pensions and seniority premiums, and also for the reserve for termination of employment, are comprised as follows:

2018
2017
Pensions and
seniority
premiums
Termination
of
employment
Pensions and
seniority
premiums
Termination
of
employment
DBO at period start
$
153,572
$
24,687
$
144,049
$
21,809
Current service cost
4,114
1,858
5,460
1,868
Interest cost
12,994
2,245
12,015
1,941
Benefits paid
(165
)
(214
)
(296
)
-
Benefits paid from plan assets
(8,840
)
-
(9,272
)
-
Miscellaneous
300
(18
)
908
-
Actuarial losses and gains
(7,847
)
(2,954
)
708
(931
)
DBO at period end
$
154,128
$
25,604
$
153,572
$
24,687

The plan assets at December 31, 2018 and 2017 are comprised as follows:

2018
2017
Value of the fund at year start
$
2,699
$
1,651
Expected return on assets
202
908
Plan contributions
8,840
9,272
Benefits paid
(8,840
)
(9,272
)
Interests of plan assets
225
140
Value of the fund at year end
$
3,126
$
2,699

The changes in the pension plan, seniority premium, and termination of employment plan at December 31, 2018 and 2017 are as follows:

2018
2017
Reserve for obligations at the beginning of the period
$
175,560
$
164,207
Cost of the period
21,211
21,284
Interest income
(225
)
(140
)
Contributions to the plan
(8,840
)
-
Benefits paid against the reservation
(379
)
(9,272
)
Miscellaneous
80
(296
)
Actuarial losses
(10,801
)
(223
)
Reserve for obligations at the end of the period
$
176,606
$
175,560

The significant actuarial assumptions used for the valuation are:

2018
2017
Discount rate
9.25
%
9.25
%
Salary increase rate
4.00
%
4.00
%
Inflation rate
3.50
%
3.50
%
Average working life expectancy
19.30
19.80

These assumptions were prepared by Management with the assistance of independent actuaries. The discount factors are determined near the end of each year making reference to the market performance of high - quality corporate bonds denominated in the currency in which the benefits will be paid and which have similar maturities to the terms for the pension obligation corresponding. Other assumptions are based on actual reference parameters and Management’s historical experience.

At December 31, 2018 and 2017, approximately 17% of the Company’s employees work under collective bargaining agreements that are subject to annual salary reviews and biannually for other compensations. At December 31, 2018 and 2017, Grupo TMM has 1,676 and 1,494 employees, respectively.

The significant actuarial assumptions to determine the defined benefits obligation are the discount rate, the salary increase rate, and the average life expectancy. The calculation of the defined benefits obligation is sensitive to these assumptions.

The following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2018:

1.0% increase
1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation
$
(5,945
)
$
6,325

1.0% increase
1.0% decrease
Salary increase rate
Increase (decrease) in the defined benefits obligation
$
4,466
$
(4,227
)

One year
Increase
One year
Decrease
Average life expectancies
Increase (decrease) in the defined benefits obligation
$
5,134
$
(5,292
)

The present value of the defined benefits obligation and also the defined benefits obligation recognized in the consolidated statement of financial position are calculated using the same method (projected unit credit). The sensitivity analyses are based on a change in one assumption without changing the others. This sensitivity analysis may not be representative of the real variance in the defined benefits obligation, as it is unlikely that the change to the assumptions would occur on its own, as some of the assumptions may be correlated.

24
Profit (loss) per share

At December 31, 2018, 2017 and 2016 number of shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted profit (loss) per share are the same.

25
Fair value measurement

Fair value measures for non-financial assets
The non-financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of relevant data for the measuring, as follows:


•
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.

At December 31, 2018 and 2017 non-financial assets measured at fair value are classified in Level 3 of this hierarchy, as described below:

2018
2017
Level 3
Vessels
$
782,673
$
1,118,250
Buildings and facilities
238,901
242,204
Land
1,146,252
1,184,427
$
2,167,826
$
2,544,881

As of December 31, 2018 and 2017, the revalued amounts for all the vessels were determined using the revenue technique.

The important information and assumptions are prepared in close collaboration with Management. The valuation processes and changes in the fair value are reviewed by the Administration and Finance Department on the financial reporting date. Additional information on fair value measurement is as follows.

Vessels (Level 3)
For the year ended December 31, 2017, the fair values for the offshore vessels, tugboats, and parcel tankers are estimated based on revenue that capitalizes the estimated revenue cash flows from the leasing of vessels net of operating costs projected, using an appropriate discount rate that reflects the required performance for similar assets. Cash flows are calculated based on the average of international charter rates and operating costs (including maintenance), and also the historical utilization level. The value of vessels is sensitive to changes in these variables.

The most significant information, which is not observable, is the value of the estimated daily rates, the assumptions for the percentage of utilization and the discount rate. The fair value increases if the estimated daily rates and the percentage of utilization increase or if the discount rate (market yields) decreases. The appraisals in general are sensitive to these three assumptions.

Management believes that the range of reasonably possible alternatives is greater for the value of the rates and the percentage of use, and also that there is a correlation between these factors.

The information used for the measurement of fair value at December 31, 2018 was:

Tugboats
Offshore vessels
Parcel Tankers
Daily rate or fee
5,897 usd
4,903 usd
12,591 usd
Average percentage of utilization
96
%
62
%
94
%
Discount rate
7.65
%
7.18
%
7.18
%

Buildings, facilities and land (Level 3)
The valuation was prepared based on a market focus that reflects the prices observed on recent market transactions involving similar properties and incorporates adjustments for factors specific to the property in question, including land size, location, attachments, and current use.

The most significant information used, which is not observable, is the adjustment for factors specific to the properties in question. The magnitude and direction of this adjustment depends on the characteristics of observable market transactions for similar properties used as the end point for the valuation. Although this information is subjective, Management considers that the global valuation will not be materially affected by reasonably possible alternatives.

At December 31, 2018 and 2017, the reconciliation between the carrying amounts of non-financial assets classified within Level 3 is as follows:

Vessels
Buildings and
Facilities
Balance at January 1, 2018
$
1,118,250
$
1,426,631
Amount recognized in other comprehensive income:
Revaluation surplus of vessels
(161,411
)
-
Amount recognized in statements of operations:
Loss on revaluation of vessels
-
-
(161,411
)
-
Additions and disposals, net
(174,166
)
(41,478
)
Balance at December 31, 2018
$
782,673
$
1,385,153
Balance at January 1, 2017
$
8,028,276
$
1,314,057
Amount recognized in other comprehensive income:
Revaluation surplus of vessels
941,957
-
Amount recognized in statements of operations:
Loss on revaluation of vessels
(56,213
)
-
885,744
-
Additions and disposals, net
(7,795,770
)
112,574
Balance at December 31, 2017
$
1,118,250
$
1,426,631

At December 31, 2018 and 2017, there were no effects from unrealized gains from fair value measurements.

26
Financial instruments risk

The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarized in Note 14. The main types of risks are market risk, credit risk and liquidity risk.

The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing short to medium-term cash flows by minimizing the exposure to volatile financial markets.

The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Group is exposed are described below:

Market risk
Currency risk
The monetary position for Grupo TMM may be materially affected by variances in the exchange rate between the US dollar and the Mexican peso due to the Company’s significant operations in Mexico. The Company does not cover this exposure. Grupo TMM minimizes its exposure effects in foreign currency by contracting financial debt in Mexican pesos.

Grupo TMM also faces transactional currency exposure. This exposure derives from sales and acquisitions made in currencies other than Mexican pesos, Grupo TMM’s functional currency. At December 31, 2018 and 2017, approximately 45% and 75%, respectively of Grupo TMM’s sales are denominated in US dollars, while approximately 25% the costs and expenses for both years are denominated in US dollars.

At December 31, 2018 and 2017, the Company held monetary assets and liabilities denominated in foreign currencies other than the Mexican peso, translated at the corresponding interbank exchange rate as related to the Mexican peso, as follows:

2018
2017
US $
Other
currencies
US $
Other
currencies
Assets
$
484,443
$
1,108
$
548,919
$
1,120
Liabilities
(637,953
)
(103,096
)
(828,367
)
(134,547
)
$
(153,510
)
$
(101,988
)
$
(279,448
)
$
(133,427
)

At December 31, 2018 and 2017, the exchange rate was Ps 19.6566 and Ps 19.7354 per US dollar, respectively.

At April 29, 2018, release date of the consolidated financial statements, the net position in US dollars, unaudited, was similar to that at December 31, 2018, and the exchange rate was $ 19.0942 (per do llar).

Sensitivity analysis
The following table shows for the years ended December 31, 2018 and 2017, the sensitivity in operations associated with to the financial assets and liabilities of Grupo TMM and the exchange rate; US dollar (USD)/peso “considering that the rest of the conditions remain unchanged”. Assuming a variance of +/- 0 .04% for 2018 and 4.73% for 2017 in the peso/USD exchange rate. This percentage was determined based on the volatility of the average exchange rate market over the past 12 months. The sensitivity analysis is based on financial instruments in foreign currency held by Grupo TMM on the reporting date.

If the peso had strengthened or weakened against the USD by 0.04% for 2018 and 4.73% for 2017, this would have had the following impact on the monetary position:

2018
2017
0.04%
Increase in
the
exchange rate
0.04%
decrease in
the
exchange rate
4.73%
Increase in
the
exchange rate
4.73%
decrease in
the
exchange rate
Assets in US dollars
$
155
$
(155
)
$
25,989
$
(25,989
)
Assets in other currencies
(204
)
204
53
(53
)
Liabilities in US dollars
(33
)
33
(39,219
)
39,219
Liabilities in other currencies
-
-
(6,370
)
6,370
$
(82
)
82
$
(19,547
)
$
19,547

The exposure to exchange rates varies during each year, depending on the volume of overseas operations or in foreign currency; however, the above analysis is considered representative of Grupo TMM’s exposure to currency risk.

Interest rate risks
Grupo TMM’s exposure to the risk of changes in market interest rates is related principally to the long-term debt obligations of Grupo TMM at a variable interest rate.

Grupo TMM’s policy is to obtain fixed rated instruments on its loans and, when a loan has a variable interest rate, the Company’s policy is to obtain all needed derivative financial instruments in order to fix this rate. At December 31, 2018, the Company had $288.0 and $327.4 million pesos of debt contracted on fixed and variable rates, respectively. At December 31, 2017, the debt contracted on fixed and variable rates was $319.6 and $578.3 million pesos, respectively.

Sensitivity analysis
The following table illustrates the sensitivity in operations at December 31, 2018 and 2017 to a reasonably possible change in the interest rates of +/- 1%. These changes are considered to be reasonably possible based on the current market conditions. The calculations are based on a variance in the average market interest rate for each period and the financial instruments on the reporting date that are sensitive to variances in the interest rates. The rest of the variables remain constant.

2018
2017
+1%
Variance
-1%
Variance
+1%
Variance
-1%
Variance
Profit or loss for the year
$
(1,439
)
$
1,439
$
(2,048
)
$
2,048

The impact shown in the above sensitivity is considered the same both in the results of operations and in stockholders’ equity.

Concentration of risk
For the year ended December 31, 2018, the Company obtained revenues from TMM DM (related party), Grupo Celanese and Helmsley Management, which represented 17%, 10% and 9%, respectively. None of the remaining customers represent more than 4% of its total revenues. For the year ended December 31, 2017, the Company obtained revenues from Pemex Exploracion y Produccion, P.M.I Trading Limited and Fieldwood Energy E&P Mexico, which represented 16%, 13%, and 13%, respectively. None of the remaining customers represents more than 5% of the total revenues.

The Company permanently monitors the industry development in which its major clients operate, including significant key indicators such as oil prices, to consider it in the process of recognition and measurement of assets and liabilities in the consolidated financial statements.

Credit risk
Credit risk is managed on a group basis, based on the credit risk management policies and procedures of the Group.

Credit risk with respect to cash balances maintained in banks and sight deposits is managed through diversification of bank deposits that are only made with high credited financial institutions. For other receivables, other than trade accounts receivable and contractual assets, the balances are considered immaterial and whose risk of default is null.

The Group continuously monitors the creditworthiness of customers, based on its experience and customer profiles defined by Management. The Group’s policy is to deal only with creditworthy counterparties. Credit terms range between 30 and 90 days. Credit terms negotiated with customers are subject to an internal approval process that considers the experience and profile of the customer. Current credit risk is managed by a periodic review of the accounts receivable aging analysis, together with credit limits per customer.

Trade accounts receivable consist of a large number of customers in various industries and geographical areas.

Guarantees (collateral)
The Group does not maintain any guarantee on its trade accounts receivable. In addition, the Company does not have guarantees related to other financing (i.e., other receivables, cash and cash equivalents held in banks).

Trade accounts receivable
The Group applies the IFRS 9 simplified model of recognizing lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.

Expected credit loss rates are based on the sales payment profile over the last 48 months prior to December 2018 and January 1, 2018, respectively, as well as the corresponding historical credit losses during that period. Historical rates are adjusted to reflect current and future macroeconomic factors that affect the customer’s ability to liquidate the unpaid balance.

Trade receivables are written off (ie. derecognized) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery. However, industry and client’s practices could generate balances with more than 180 days of aging, for which conclusion is that those balances will be collected.

Pursuant to the foregoing, the expected credit loss for trade accounts receivable as at December 31, 2018 and January 1, 2018 was determined as follows:

Trade accounts receivable days in arrears
Current
More than
30 days
More than
60 days
More than 90
days
Total
As at December 31, 2018
Expected credit loss rate
0.0
%
0.0
%
5.0
%
28.6
%
-
Gross carrying value
$
143,566
$
15,935
$
12,905
$
75,777
$
248,183
Expected credit losses during the lifetime
-
-
645
21,658
22,303
As at December 31, 2017
Expected credit loss rate
0.0
%
0.0
%
10.3
%
90.3
%
-
Gross carrying value
$
192,971
$
23,146
$
3,569
$
30,951
$
250,637
Expected credit losses during the lifetime
-
-
368
27,942
28,310

Liquidity risk
The goal of Grupo TMM is to maintain a balance between the continuity of loans and flexibility through the use of bank loans and securitizations. At December 31, 2018 and 2017, only 36% and 56% , respectively, of Grupo TMM’s financial liabilities are due within the next 12 months.

At December 31, 2018 and 2017, the financial liabilities of Grupo TMM have contractual maturities (including interest payments as applicable) are summarized as follows:

Current
Non-Current
In 6 months
6 to 12
months
1 to 4 years
More than 4
Years
At December 31, 2018
Trade payables
$
-
$
240,090
$
-
$
-
Accounts payable and accrued expenses
-
357,523
-
-
Financial debt
83,185
140,177
392,063
-
$
83,185
$
737,790
$
392,063
$
-
At December 31, 2017
Trade payables
$
-
$
169,072
$
-
$
-
Accounts payable and accrued expenses
-
366,918
-
-
Financial debt
333,814
168,547
396,257
-
$
333,814
$
704,537
$
396,257
$
-

The above amounts reflect the contractual cash flows without discount, which may differ from the values registered in the liabilities on the reporting date.

27
Capital management policies and procedures

Grupo TMM’s capital management goal is to ensure the capacity of Grupo TMM to continue as a going concern and to provide its stockholders with an appropriate return on their investment. The Company monitors capital based on the carrying value plus its financial debt.

The Company sets its capital amount proportionate to its overall financing structure, meaning, the capital and financial liabilities that are not loans. Grupo TMM manages the capital structure and makes adjustments in light of changes in the economic conditions and the associated risks of the underlying assets. In order to maintain or adjust the capital structure, Grupo TMM may adjust the amount of capital reimbursements to stockholders, or issue new shares or sell assets to reduce its financial debt.

At December 31, 2018 and 2017, the capital management is summarized as follows:

2018
2017
Stockholders’ equity
$
2,124,258
$
2,229,062
Total financial debt
615,425
898,618
Cash and cash equivalents
(318,155
)
(461,554
)
General financing
$
297,270
$
437,064
Ratio of total debt to stockholders’ equity
0.14 0.20

28
Commitments and contingencies

Commitments
a)
Concession fees
Pursuant to the concessions under the port and tugboat services are operated, the Company is required to make fixed and variable monthly payments. These payments totaled $18,924 and $17,589 in 2018 and 2017, respectively.

Contingencies
a)
RPS Claim
On August 7, 2007, Transportación Marítima Mexicana, S.A. de C.V. (‘TMM’) filed a claim for arbitration against Refined Product Services (“RPS”) for US$50 thousand (approximately $ 982.83 ), for various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $58,970), for alleged faults and lack of maintenance involving the tanker vessel Palenque, and also consequential damages for having lost a contract while the vessel was being repaired. The consolidated financial statements did not present any significant claims for payments of loss (RPS) during 2018 and up to the authorization date hereof.

TMM’s position against this countersuit is strong, as there are sufficient elements and arguments for defense, also the amount claimed by RPS would appear to be excessive and for non-supported issues.

b)
Mutual loans between WWS and TMM
In December 2007, TMM and Worldwide Services, Ltd. (“WWS”) filed mutual claims; TMM for $393.731 thousand dollars (approximately $7,739), claiming fuel and low return on the performance of the tanker ship Veracruz A, and WWS in the amount of $938 thousand dollars (approximately $18,438), primarily claiming a presumed over-performance of the same ship.

As at the date of the authorization of the consolidated financial statements, total claims against TMM amount $2.4 million dollars. However, those claims are considered weak.

TMM filed an appeal to have the case dismissed, claiming that the Court has no jurisdiction since the arbitration proceedings were started with the name of the incorrect plaintiff, a partial ruling was handed down in which the case was not dismissed in January 2017. The final ruling will be handed down in the forthcoming months of the authorization of the consolidated financial statements.

Company Management believes it has strong arguments to support the claim and to defend its position on the arbitration that is being carrying out.

c)
ADEMSA secured Certificates of Deposit
During 2011 and 2010, ADEMSA issued secured Certificates of Deposit in favor of various financial institutions, goods and/or amounts consigned thereto, which, as a result of the defaults by the producers and on exercising the right conferred by the Certificates, filed claim against ADEMSA for compliance with the obligations to deliver goods covered or payment of the amounts secured.

At December 31, 2018 and 2017, the Company held a reserve of $2,461, to settle the ADEMSA obligations, and also in these years, payments were made to financial institutions for $2,893 and $3,993, respectively. As of December 31, 2018 and 2017, the reserve is included in ‘Accounts payable and accrued expenses’.

d)
Termination of the Consolidation Regimen
On February 13, 2014, the Company filed an indirect amparo (writ of relief) against various provisions related to the disappearance of the regimen of fiscal consolidation, offering arguments to demonstrate the unconstitutionality of various provisions violating the guarantees of proportionality, legality, and legal certainty, and also various human rights recognized by the Mexican Constitution and in international treaties to which Mexico is party.

Given the diversity of procedures in the tax laws to determine the effects of deconsolidation required by these, and also the various criteria to be used, and the possible results of the acts contested in the amparo , no disclosure is made regarding deconsolidation as there is no certainty as to the application of a specific procedure. The foregoing in order to not hold as accepted any of the procedures established in the tax reforms, and which could negatively affect the interests of the Company in the amparo case.

That claim was forwarded to the First Division of the Auxiliary Center of the First Region seated in Mexico City for study and resolution. Pursuant to the ruling handed down on February 16, 2016, that Division decided to deny the appeal for constitutional relief (amparo) and protection of Federal Justice petitioned by the Company.

Grupo TMM filed a motion for reconsideration against that ruling on March 17, 2016. On September 13, 2017, the judges of the First Division decided to deny the amparo filed by the Company.

On April 10, 2018, was published the thick of the sentence issued by the First Chamber of the Supreme Court of Justice of the Nation, so that there is no means of defense whatsoever against the decision of the Supreme Court. The matter has been definitely concluded. This did not implicate any effect for the Company.

e)
Tax liabilities determined on TMM
Suit filed by TMM against the rulings handed down on which various tax liabilities were determined for presumed omitted income tax, corresponding to tax year 2005.

On November 5, 2012, the appeal for annulment was allowed to proceed before the former Federal Court of Tax and Administrative Justice. That appeal for annulment was forwarded for study and resolution to the Metropolitan Regional First Division of the Federal Court of Tax and Administrative Justice.

On January 30, 2018, TMM was notified of the decision whereby the matter was forwarded to the Full Federal Tax Court of Administrative Justice sitting in Mexico City, no ruling has been handed down thereon as at the issue date of the consolidated financial statements.

f)
Claim of Grupo TMM against SSA Mexico, S.A. de C.V. (‘SSA’)
On August 12, 2016, Grupo TMM filed arbitration proceedings against SSA, whereby it claims a compensation in its benefit in the amount of $119,673 for the improper use of tax losses by SSA.

On April 12, 2018, the conclusions of the parties were filed, declaring on June 20, 2018 the final sentence absolving SSA of the claim and condemning it only to the payment of the amount US$335,150, for arbitration expenses plus US$29,580 for concepts of arbitral hearing, which were covered to GTMM by SSA.

g)
Motions for Annulment against various tax provisions
During 2017 and 2016, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT), on the rejection of deductions (tax year 2007), modifications to the Consolidation Regime for controlled companies (tax year 2005), deferred income tax on consolidation (tax year 2010), and the termination of the consolidation regime (tax year 2013), on which rulings have not been handed down by the courts with competent jurisdiction.

h)
Other legal proceedings
The Company is party to various other legal proceedings and administrative actions, all of which are of an ordinary or routine nature and incidental to its operations. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of the Company’s management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

i)
Operations with related parties
Under the Income Tax Law, companies that conduct operations with related parties, nationals or nonresidents, are subject to fiscal limitations and obligations regarding the determination of the prices negotiated, as these must be comparable to those that would be used with or between independent parties on similar operations.

In the event the tax authorities were to review the prices and reject the amounts determined, they may demand, an addition to the taxes and accessory charges corresponding (adjustments and surcharges), fines on omitted taxes, which could be for up to 100% of the adjusted tax amount.

The Company has significant transactions and relations with related parties, for which the Company holds documentation that confirms the terms of these transactions were conducted in 2016 similarly to transactions between unrelated parties. The Company and its subsidiaries are in the process of completing this study for 2018.

j)
Other legislation
Grupo TMM and Subsidiaries are subject to the laws and ordinances of other countries, as well as international regulations governing maritime transportation and the observance of safety and environmental regulations.

29
Events subsequent to the reporting date

On February 14, 2019, Grupo TMM acquired the remaining 50% of the capital stock of Optimus, whereby beginning that date, it is a 100% subsidiary of the Company. The purpose of this acquisition is to continue to develop hydrocarbon and refined oil product storage and transportation infrastructure, such as gasoline, diesel, and turbosine in the Port of Tuxpan, to meet the growing demand thereof.

30
Authorization of the consolidated financial statements

The consolidated financial statements of the Company were authorized by Carlos Pedro Aguilar Mendez on April 29, 2018, in his capacity as Director of Administration and Finance, as well as by the Board of Directors and the General Stockholders’ Meeting, on the same date.


TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchase Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernancePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

6.1* Computation of earnings per share under IFRS. 8.1* List of Main Subsidiaries. 12.1* Section 302 Certification of Chief Executive Officer. 12.2* Section 302 Certification of Chief Financial Officer. 13.1* Section 906 Certification of Chief Executive Officer. 13.2* Section 906 Certification of Chief Financial Officer.