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Business Combinations and Disposals (Tables) | 12 Months Ended
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Dec. 31, 2024
Business Combinations and Disposals [Abstract] |
Summary of Preliminary Estimate of Fair Value of Net Assets Acquired and Reconciliation of Cash Flows | The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2022
Other current assets, including cash acquired of Ps. 1,971 |  | Ps. | 2,988
Clients |  |  | 2,581
Inventories |  |  | 2,967
Right of use assets |  |  | 21,299
Trademark rights |  |  | 8,699
Franchise contracts |  |  | 447
Other non-current assets |  |  | 7,581
Total assets |  |  | 46,562
Deferred tax liability |  |  | (1,325)
Other liabilities |  |  | (35,055)
Net assets acquired |  |  | 10,182
Goodwill arising on acquisition |  |  | 12,966
Total consideration transferred |  |  | 23,148
Cash acquired |  |  | (1,971)
Net cash paid |  |  | 21,177
(1) In 2022 the PPA was pending finalization, as the allocation of the value in the assets was still in process, As a result of the purchase price allocation which was finalized in 2023, additional fair value adjustments were recognized in 2023 as follows: an increase in the fair value of total assets of Ps. 10,482 (from which Ps. 7,617 are trademark rights as indefinite life intangible assets, Ps. 447 are franchise contracts, Ps. 2,743 are right of use asset and Ps. 325 are other non-current assets), a related deferred tax liability for Ps. 1,887 and a decrease in goodwill of Ps. 7,395. Trademark rights and goodwill both included in the same financial statement caption, indefinite life intangibles. The Company did not retrospectively adjust the provisional amounts recognized in the statement of financial position and the income statement (amortization for definite life intangibles) at the acquisition date given the amounts recognized in the current period are insignificant. The preliminary allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2024
Other current assets, including cash acquired of Ps. 166 |  | Ps. | 191 |
Inventories |  |  | 762 |
Property, plant and equipment |  |  | 3,133 |
Right-of-use assets |  |  | 555 |
Other intangible assets |  |  | 1,216 |
Total assets |  |  | 5,857 |
Total liabilities |  |  | (910) |
Net assets acquired |  |  | 4,948 |
Goodwill pending of allocation |  |  | 2,735 |
Total consideration transferred |  |  | 7,683 |
Cash acquired |  |  | (166) |
Net cash paid |  | Ps. | 7,517 |
The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2022
Current assets, including cash acquired of Ps. 5 |  | Ps. | 132
Accounts receivable |  |  | 1,252
Inventory |  |  | 1,206
Customer relationships |  |  | 3,893
Trademark rights |  |  | 8
Total non-current assets |  |  | 860
Total assets |  |  | 7,351
Total liabilities |  |  | (2,104)
Net assets acquired |  |  | 5,247
Goodwill arising on acquisition |  |  | 2,138
Total consideration transferred |  |  | 7,385
Cash acquired |  |  | (5)
Net cash paid (2) |  |  | 7,380
(1) In 2022 the PPA was pending finalization, as the allocation of the value in the assets was still in process, As a result of the purchase price allocation which was finalized in 2023, additional fair value adjustments were recognized in 2023 as follows: an increase in total net assets of Ps. 4,635 (from which Ps. 3,893 are customer relationships and Ps. 8 are trademark rights), and a decrease in goodwill of Ps. 3,824. Trademark rights and goodwill both included in the same financial statement caption, indefinite life intangibles. The Company did not retrospectively adjust the provisional amounts recognized in the statement of financial position and the income statement (amortization for definite life intangibles) at the acquisition date given the amounts recognized in the current period are insignificant. (2) Cash flow from this acquisition is included as part of discontinued operations on the consolidated statements of cash flows. The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2023
Total current assets, including cash acquired of Ps. 39 |  | Ps. | 271 |
Customer relationships |  |  | 188 |
Trademark rights |  |  | 26 |
Technology cost |  |  | 145 |
Total non-current assets |  |  | 97 |
Total assets |  |  | 727 |
Total liabilities |  |  | (223) |
Net assets acquired |  |  | 504 |
Goodwill arising on acquisition |  |  | 3,918 |
Total consideration transferred |  |  | 4,422 |
Earn out |  |  | (596) |
Cash acquired |  |  | (39) |
Net cash paid |  | Ps. | 3,787 |
The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2022
Total current assets, including cash acquired of Ps. 104 |  | Ps. | 615
Total non-current assets |  |  | 972
Distribution rights |  |  | 894
Total assets |  |  | 2,481
Total liabilities |  |  | (731)
Net assets acquired |  |  | 1,750
Goodwill arising on acquisition |  |  | 197
Total consideration transferred |  |  | 1,947
Consideration not paid on acquisition date |  |  | (186)
Consideration paid in acquisition date, net |  |  | 1,761
Cash acquired of CVI |  |  | (104)
Net cash paid |  | Ps. | 1,657
The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2022
Total current assets, including cash acquired of Ps. 6 |  | Ps. | 463 |
Total non-current assets |  |  | 1,238 |
Total assets |  |  | 1,701 |
Total liabilities |  |  | (1,055) |
Net assets acquired |  |  | 646 |
Goodwill arising on acquisition |  |  | 623 |
Total consideration transferred |  |  | 1,269 |
Cash acquired |  |  | (6) |
Net cash paid |  | Ps. | 1,263 |
The final allocation of the purchase price to the fair value of the net assets acquired is as follows:
|  | 2022
Total current assets, including cash acquired of Ps. 85 |  | Ps. | 2,103
Customer relationships |  |  | 1,269
Trademark rights |  |  | 14
Total non-current assets |  |  | 909
Total assets |  |  | 4,295
Total liabilities |  |  | (1,535)
Net assets acquired |  |  | 2,760
Goodwill arising on acquisition |  |  | 5,443
Total consideration transferred |  |  | 8,203
Cash acquired |  |  | (85)
Net cash paid (2) |  | Ps. | 8,118
(1) In 2022 the PPA was pending finalization, as the allocation of the value in the assets was still in process, As a result of the purchase price allocation which was finalized in 2023, additional fair value adjustments were recognized in 2023 as follows: an increase in total net assets of Ps. 1,783 (from which Ps. 1,269 are customer relationships and Ps. 14 are trademark rights), and a decrease in goodwill of Ps. 1,054. Trademark rights and goodwill both included in the same financial statement caption, indefinite life intangibles. The Company did not retrospectively adjust the provisional amounts recognized in the statement of financial position and the income statement (amortization for definite life intangibles) at the acquisition date given the amounts recognized in the current period are insignificant. (2) Cash flow from this acquisition is included as part of discontinued operations on the consolidated statements of cash flows.
Summary of Selected Income Statement for Period from Acquisition Date | The income statement information of this acquisition for the period from the acquisition date through December 31, 2022 is as follows:
Income Statement |  | 2022
Total revenues |  | Ps. | 10,064 |
Income before income taxes |  |  | 229 |
Net loss |  | Ps. | (72) |
The income statement information of this acquisition for the period from the acquisition date through December 31, 2024 is as follows:
Income Statement |  | 2024
Total revenues |  | Ps. | 3,672 |
Loss before income taxes |  |  | (5) |
Net loss |  | Ps. | (5) |
The income statement information of this acquisition for the period from the acquisition date through December 31, 2022 is as follows:
Income Statement |  | 2022
Total revenues |  | Ps. | 5,718
Income before income taxes |  |  | 463
Net income |  | Ps. | 463
The income statement information of this acquisition for the period from the acquisition date through December 31, 2023 is as follows:
Income Statement |  | 2023
Total revenues |  | Ps. | 1,527 |
Income before income taxes |  |  | 2 |
Net loss |  | Ps. | (11) |
The income statement information of this acquisition for the period from the acquisition date through December 31, 2022 is as follows:
Income Statement |  | 2022
Total revenues |  | Ps. | 2,635 |
Income before income taxes |  |  | 314 |
Net income |  | Ps. | 204 |
The income statement information of these acquisitions for the period from the acquisition date through December 31, 2022 is as follows:
Income Statement |  | 2022
Total revenues |  | Ps. | 2,148 |
Income before income taxes |  |  | 115 |
Net income |  | Ps. | 115 |
Summary of Unaudited Pro Forma Financial Information | Unaudited consolidated pro forma financial data for the acquisitions is as follows:
|  | For the year ended
|  | December 31, 2024
Total revenues |  | Ps. | 796,086 |
Income before income taxes and share of the profit of equity method accounted investees |  |  | 67,776 |
Net income |  |  | 41,465 |
Basic net controlling interest income per share Series “B” |  | Ps. | 1.39 |
Basic net controlling interest income per share Series “D” |  |  | 1.74 |
Unaudited consolidated pro forma financial data for the acquisitions is as follows:
|  | For the year ended
|  | December 31, 2023
Total revenues |  | Ps. | 710,327 |
Income before income taxes and share of the profit of equity method accounted investees |  |  | 57,826 |
Net income |  |  | 76,622 |
Basic net controlling interest income per share Series “B” |  | Ps. | 3.27 |
Basic net controlling interest income per share Series “D” |  |  | 4.09 |
Unaudited consolidated pro forma financial data for the acquisitions is as follows:
|  | For the year ended
|  | December 31, 2022
Total revenues |  | Ps. | 730,624 |
Income before income taxes and share of the profit of equity method accounted investees |  |  | 43,318 |
Net income |  |  | 34,864 |
Basic net controlling interest loss per share Series “B” |  | Ps. | 1.20 |
Basic net controlling interest loss per share Series “D” |  |  | 1.50 |
Summary of Income Statement of Discontinued Operations | A summary of the results of the discontinued operation from January 1 to December 31, 2023, corresponding to Heineken's equity method, is shown below:
| December 31, 2023
Proceeds from the sale of shares | Ps. | 133,222 |
Cost of sale of shares |  | 106,273 |
|  | 26,949 |
Expenses related to the sale |  | (430) |
Recycling: |  |
Foreign exchange loss of the equity method |  | (9,235) |
Gain on the remeasurement of the value of derivative instruments |  | 738 |
Employee benefits |  | (1,247) |
Cancellation effects of hedge of foreign net investment (Note 19) |  | 5,763 |
|  | (3,981) |
Equity method: |  |
Results for the period, net of tax |  | 619 |
Foreign exchange of the period |  | (2,141) |
|  | (1,523) |
Change in investment recognition: |  |
Gain on revaluation at fair value of the shares |  | 26,820 |
Taxes |  |
Cancellation of deferred tax asset related to the investment |  | (4,134) |
Tax paid on the sale of shares |  | (10,697) |
Gain on sale of shares reclassified to discontinued operations | Ps. | 33,003 |
The major classes of assets and liabilities classified as held for sale as at December 31, 2024 and 2023 are, as follows:
|  |  | 2024 | 2023
Cash |  | Ps. | 977 |  | 319 |
Trade receivables |  |  | 4,758 |  | 6,837 |
Inventories |  |  | 324 |  | 2,636 |
Other current assets |  |  | 625 |  | 596 |
Total Current Assets |  |  | 6,684 |  | 10,387 |
Property, plant and equipment |  |  | 2,577 |  | 3,830 |
Right-of-use assets |  |  | 2,710 |  | 2,827 |
Intangible assets |  |  | 1,507 |  | 6,250 |
Other assets |  |  | 917 |  | 2,525 |
Total Assets |  |  | 14,395 |  | 25,819 |
Lease liabilities |  |  | 703 |  | 674 |
Operating liabilities |  |  | 3,099 |  | 7,631 |
Total Current Liabilities |  |  | 3,802 |  | 8,305 |
Non-current portion lease liabilities |  |  | 2,329 |  | 2,391 |
Employee benefits |  |  | 189 |  | 479 |
Other liabilities |  |  | 632 |  | 396 |
Total Liabilities |  | Ps. | 6,952 |  | 11,569 |
As a result of the transaction, the Company lost control over the businesses described and recognized a gain of disposal of Ps. 4,165, reclassified to discontinued operations.
| December 31, 2024
Proceeds from the sale of shares | Ps. | 8,172 |
Cost of sale of shares |  | 5,063 |
|  | 3,109 |
Expenses related to the sale |  | (65) |
Recycling: |  |
Foreign exchange loss |  | (1,755) |
Employee benefits |  | (21) |
|  | (1,776) |
Income of period: |  |
Net Income |  | 3,238 |
Taxes: |  |
Cancellation of deferred tax |  | 195 |
Current tax expense |  | (536) |
|  | (341) |
Gain on sale of shares reclassified to discontinued operations | Ps. | 4,165 |
The results of the discontinued operations related to these dispositions, which are all part of the same disposal decision related to the FEMSA Forward strategy, for the years ended are shown below:
|  | 2024 |  | 2023 |  | 2022
Net sales | Ps. | 20,200 |  | Ps. | 80,634 |  | Ps. | 76,194 |
Cost of goods sold |  | 17,572 |  |  | 62,275 |  |  | 66,044 |
Gross profit |  | 2,628 |  |  | 18,359 |  |  | 10,150 |
Operating profit |  | 1,258 |  |  | 3,997 |  |  | 1,972 |
Loss before income taxes of discontinued operations |  | (2,756) |  |  | (1,334) |  |  | (4,816) |
Income taxes |  | (1,294) |  |  | 511 |  |  | (1,120) |
Gain on sale of discontinued operations |  | 4,165 |  |  | 59 |  |  | — |
Net income (loss) of the period of discontinued operations (1) | Ps. | 115 |  | Ps. | (765) |  | Ps. | (5,936) |
Heineken |  | — |  |  | 33,003 |  |  | 7,359 |
Total discontinued operations | Ps. | 115 |  | Ps. | 32,238 |  | Ps. | 1,423 |
(1) Includes impairment loss related to Logistics and Distribution for an amount of Ps. 4,879 and Ps. 3,955 in 2024 and 2023, respectively
Disclosure of Non-Current Assets Held For Sale and Discontinued Operations | The major classes of assets and liabilities classified as held for sale as at December 31, 2024 and 2023 are, as follows:
|  |  | 2024 | 2023
Cash |  | Ps. | 977 |  | 319 |
Trade receivables |  |  | 4,758 |  | 6,837 |
Inventories |  |  | 324 |  | 2,636 |
Other current assets |  |  | 625 |  | 596 |
Total Current Assets |  |  | 6,684 |  | 10,387 |
Property, plant and equipment |  |  | 2,577 |  | 3,830 |
Right-of-use assets |  |  | 2,710 |  | 2,827 |
Intangible assets |  |  | 1,507 |  | 6,250 |
Other assets |  |  | 917 |  | 2,525 |
Total Assets |  |  | 14,395 |  | 25,819 |
Lease liabilities |  |  | 703 |  | 674 |
Operating liabilities |  |  | 3,099 |  | 7,631 |
Total Current Liabilities |  |  | 3,802 |  | 8,305 |
Non-current portion lease liabilities |  |  | 2,329 |  | 2,391 |
Employee benefits |  |  | 189 |  | 479 |
Other liabilities |  |  | 632 |  | 396 |
Total Liabilities |  | Ps. | 6,952 |  | 11,569 |

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