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Business combinations, acquisitions, non-controlling interest and spin-off
12 Months Ended
Dec. 31, 2022
Text block [abstract]  
Business combinations, acquisitions, non-controlling interest and spin-off
Note 12. Business combinations, acquisitions, non-controlling interest and spin-off
a)
The following is a description of the major acquisitions of investments in associates and subsidiaries during the years ended December 31, 2021 and 2022:
Acquisitions 2021
i) The Company acquired an additional non-controlling interest in its entities for an amount of Ps.7,720.
 
Acquisitions 2022
i
) On April 20, 2022, after receiving the necessary approvals from local regulators, the Company reported that its Brazilian subsidiary Claro S.A. completed the previously announced acquisition of 32% of Grupo Oi’s mobile business in Brazil, through the acquisition of 100% of the shares of Jonava, 
it 
in accordance with the purchase agreement entered into between Grupo Oi as seller and Claro S.A. (as one of several buyers).
The final purchase price for the aforementioned acquisition was Ps. 14,232,166, net of cash acquired, of which an amount of Ps. 1,315,180 was withheld for price adjustment purposes and other conditions, in accordance with the purchase agreement. Additionally, Ps. 781,217 have been paid for transition services, which are provided by Grupo Oi to Claro S.A. during the following twelve months after the date of the transaction.
For Purchase Price Allocation, the Company determined the fair value of identifiable assets and liabilities based on fair values.
Purchase accounting is substantially complete as of the date of consolidated financial statements and the value of assets acquired and liabilities assumed are as follows:
 
    
2022

Figures at
acquisition date
 
Current assets
  
Ps.
2,815,999
 
Other non-current assets
  
 
3,323
 
Intangible assets (excluding goodwill)
  
 
2,836,537
 
Property, plant and equipment
  
 
1,356,916
 
Right-of-use
  
 
4,247,397
 
    
 
 
 
Total acquired assets
  
 
11,260,172
 
    
 
 
 
Accounts payable
  
 
(10,848,303
Other liabilities
  
 
(369,141
    
 
 
 
Total assumed liabilities
  
 
(11,217,444
    
 
 
 
Fair value of acquired assets and assumed liabilities – net of cash acquired
  
 
42,728
 
Acquisition price
  
 
14,232,166
 
    
 
 
 
Goodwill
  
Ps.
14,189,438
 
    
 
 
 
ii) 
During 2022, the Company has acquired through its subsidiaries other entities for which it has paid Ps. 670,051, net of cash acquired.
iii) The Company acquired an additional non-controlling interests in its entities for an amount of Ps. 39,596.
b) Joint Venture
On October 6, 2022, LLA and the Company announced that they completed the transaction to combine their operations in Chile (VTR and Claro Chile, respectively) in order to create a 50:50 joint venture called Claro Chile, SpA.
On the date of the joint venture’s formation, the Company recognized a loss of Ps. 1,138,859,
and recycled a loss of
Ps. 8,251,782 
from cumulative translation adjustment to net profit. The aforementioned loss was based on preliminary figures, since, as at the date of these consolidated financial statements, the Company continues to determine the fair value of its interest in this joint venture and is evaluating the available qualitative and quantitative information. In addition, at year-end, a loss in the application of the equity method was recognized in the amount of
Ps. 1,924,040, corresponding to the last quarter of 2022.
 
Additionally, the effect of the transaction was classified as discontinued operations in these consolidated financial statements. See Note 2Ac.
c) Consolidated subsidiaries with non-controlling interests
The Company has control over Telekom Austria, which has a material non-controlling interest. Set out below is summarized information as of December 31, 2021 and 2022 of Telekom Austria’s consolidated financial statements.
The amounts disclosed for this subsidiary are before inter-company eliminations and using the same accounting policies of América Móvil.
Selected financial data from the consolidated statements of financial position
 
    
December 31,
 
     2021     
2022
 
Assets:
                 
Current assets
   Ps. 39,781,192     
Ps.
28,648,246
 
Non-current assets
     142,407,870     
 
126,125,904
 
    
 
 
    
 
 
 
Total assets
   Ps. 182,189,062     
Ps.
154,774,150
 
    
 
 
    
 
 
 
Liabilities and equity:
                 
Current liabilities
   Ps. 68,795,807     
Ps.
50,106,617
 
Non-current liabilities
     58,312,238     
 
47,420,775
 
    
 
 
    
 
 
 
Total liabilities
     127,108,045     
 
97,527,392
 
Equity attributable to equity holders of the parent
     28,066,198     
 
29,173,281
 
Non-controlling interest
     27,014,819     
 
28,073,477
 
    
 
 
    
 
 
 
Total equity
   Ps. 55,081,017     
Ps.
57,246,758
 
    
 
 
    
 
 
 
Total liabilities and equity
   Ps. 182,189,062     
Ps.
154,774,150
 
    
 
 
    
 
 
 
Summarized consolidated statements of comprehensive income
 
    
For the year ended December 31,
 
     2020      2021     
2022
 
Operating revenues
   Ps. 111,472,191      Ps. 113,838,487     
Ps.
105,956,057
 
Operating costs and expenses
     98,312,325        98,346,896     
 
89,800,536
 
    
 
 
    
 
 
    
 
 
 
Operating income
   Ps. 13,159,866      Ps. 15,491,591     
Ps.
16,155,521
 
    
 
 
    
 
 
    
 
 
 
Net income
   Ps. 7,787,388      Ps. 9,104,962     
Ps.
11,795,662
 
    
 
 
    
 
 
    
 
 
 
Total comprehensive income
   Ps. 12,103,406      Ps. 7,790,499     
Ps.
6,127,362
 
    
 
 
    
 
 
    
 
 
 
Net income attributable to:
                          
Equity holders of the parent
   Ps. 3,986,412      Ps. 4,629,816     
Ps.
6,000,942
 
Non-controlling interest
     3,800,976        4,475,146     
 
5,794,720
 
    
 
 
    
 
 
    
 
 
 
     Ps. 7,787,388      Ps. 9,104,962     
Ps.
11,795,662
 
    
 
 
    
 
 
    
 
 
 
Comprehensive income attributable to:
                          
Equity holders of the parent
   Ps. 6,172,737      Ps. 3,973,154     
Ps.
3,124,955
 
Non-controlling interest
     5,930,669        3,817,345     
 
3,002,407
 
    
 
 
    
 
 
    
 
 
 
     Ps. 12,103,406      Ps. 7,790,499     
Ps.
6,127,362
 
    
 
 
    
 
 
    
 
 
 

d) Spin-off of telecommunication towers to Sitios Latam
On August 8, 2022, the Company announced that it met the conditions and completed the necessary steps to spin-off its telecommunications towers and other related passive infrastructure in Latin America outside of Mexico, other than Colombia and the Company’s telecommunications towers existing in Peru prior to the spin-off, and contribute to Sitios Latam a portion of the Company’s capital stock, assets and liabilities, mainly consisting of the shares of the Company’s subsidiaries holding telecommunications towers and other associated infrastructure in Latin America outside of Mexico, other than Colombia and the Company’s telecommunications towers existing in Peru prior to the spin-off. On that date, such capital stock, assets and liabilities cease to be part of the unaudited interim condensed consolidated statement of financial position of the Company. The National Banking and Securities Commission authorized the registration of the shares of Sitios Latam, which allowed it to complete its listing process as a public company on September 29, 2022.
As of the spin-off effective date, the assets and liabilities of Sitios Latam no longer appear in the consolidated statement of financial position of the Company. The Company transferred assets of Ps. 102,609,435 mainly in property, plant and equipment, right of use and other assets and accounts receivable, Ps. 100,026,548 in debt, lease debt and other net liabilities, which resulted in
net assets
of Ps. 2,582,887.
The Company, through its subsidiaries, is party to lease agreements with Sitios Latam (its related party) for the use of the space on the towers. The typical term of our site agreements is either five or 10 years, which is a mandatory minimum, except when the underlying floor lease expires in less than the five- or 10-year term, as applicable, in which case the site agreement may expire simultaneously with the floor lease. In most cases, the site agreement is renewable at the customer’s request.