Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Derivative financial instruments

v3.22.1
Derivative financial instruments
12 Months Ended
Dec. 31, 2021
Derivative financial instruments  
Derivative financial instruments

18.Derivative financial instruments

18.1 Interest rate and exchange rate derivatives

In connection with the secured credit line for up to Ps. 400,000 contracted with Banamex, and in order to mitigate the risk of future increases in interest rates, the Group entered into a derivatives contract with Banamex, which consists of an interest rate swap. By using this interest rate swap, the Group converts its variable interest rates into fixed rates.

On August 31, 2021, the SWAP with Banamex, was cancelled as the secured credit line was prepaid. A cancellation fee of Ps.18,172 was paid, as mentioned in Note 15.

In addition, to reduce the risks related to fluctuations in the exchange rate of the US dollar, the Group uses derivative financial instruments such as forwards to mitigate foreign currency exposure resulting from inventory purchases made in US dollars.

The details of the derivative financial instrument contracts entered into by the Group as of December 31, 2021, January 3, 2021, and December 31, 2019, are as follows:

As of December 31, 2021

Notional

Average

amount in

Fair

Strike

Instrument

thousands

Value

Ps./US$

Maturity date

Forwards US Dollar / Mexican Peso

 

US$

134,050

 

Ps.

28,193

 

20.66

 

Weekly, through October 2022

Total Assets

 

Ps.

28,193

As of January 3, 2021

    

Notional

    

  

amount in

Fair

    

Contract

    

Maturity

    

Rate

    

Rate

 

Instrument

thousands

Value

date

date

received

paid

 

Liabilities:

 

  

  

 

  

  

 

  

 

  

 

  

 

  

Interest rate swap

 

Ps.

353,333

 

Ps.

32,842

 

11/15/2018

 

12/15/2023

 

TIIE 28 days(1)

 

8.33

%

Average

Strike

 

Ps./US$

Maturity date

 

Forwards US Dollar / Mexican Peso

 

US$

140,325

 

Ps.

287,452

 

22.36

 

Weekly, through October 2021

Total Liabilities

 

Ps.

320,294

Non-current liability

 

Ps.

25,179

Total current liability

 

Ps.

295,115

(2) As of January 3, 2021, the 28-day TIIE rate was 4.49%.

As of December 31, 2019

    

Notional

    

  

amount in

Fair

    

Contract

    

Maturity

    

Rate

    

Rate

 

Instrument

thousands

Value

date

date

received

paid

 

Liabilities:

 

  

  

 

  

  

 

  

 

  

 

  

 

  

Interest rate swap

 

Ps.

50,000

 

Ps.

19,614

 

11/15/2018

 

12/15/2023

 

TIIE 28 days(1)

 

8.33

%

Average

Strike

Ps./US$

Maturity date

Forwards US Dollar / Mexican Peso

 

US$

47,690

 

Ps.

12,695

 

19.61

 

Weekly, through October 2020

Total Liabilities

 

Ps.

32,309

Non-current liability

 

Ps.

16,754

Total current liability

 

Ps.

15,555

(1) As of December 31, 2019, the 28-day TIIE rate was 7.55%.

The impacts in profit or (loss) of the derivative financial instruments for the periods of 2021,2020, and 2019 amounted to gain (loss) of Ps. 330,315, Ps. (287,985) and Ps. (15,680), respectively, which is included in the consolidated and combined statements of comprehensive income in the line item of “unrealized gain (loss) in valuation of derivative financial instruments.”

18.2 Warrants

As part of the merger with DD3 as disclosed in Note 1.d, during 2020, Betterware assumed an obligation that allowed existing warrant holders to purchase (i) a total of 5,804,125 Betterware shares subject to exercise as of April 12, 2020 at a price of is US$ 11.50 per share that would expire on or before March 25, 2025 at the time of redemption or settlement, and (ii) the option to purchase 250,000 units that automatically became an option to issue 250,000 Betterware shares and warrants to buy 250,000 additional Betterware shares. The Company registered the warrants to be traded on OTC Markets, which had an observable fair value.

During July and August 2020, the Group repurchased 1,573,888 warrants. From August 18th to October 7, 2020, 895,597 warrants were exchanged for 621,098 shares, of which, 462,130 warrants were settled on a cash basis by exchanging 1 warrant for 1 share at a price of US$ 11.44 for share, which resulted in receiving cash by an amount of Ps. 116,419. The remaining 433,467 warrants were exchanged on a cashless basis by exchanging 1 warrant for 0.37 shares.

During September 2020, the purchase option of units was exercised by their holders on a cashless basis, which resulted in the issuance of 214,020 Betterware shares.

Additionally, on October 8, 2020 and as part of the terms of the warrant agreement, the Company issued a notice requiring all of its outstanding public warrants to be redeemed by its holders given that the condition to exercise the redemption was complied. Such condition required that the share price reached US$ 18.00 during a period of at least 20 days. The redemption of warrants was exercised on a cashless basis by exchanging 3,087,022 warrants for 1,142,325 of the Company’s shares. 8,493 public warrants were not exercised by their holders during the redemption period that expired on November 9, 2020, and they were paid by the Company for a price of US$ 0.01 per warrant.

Finally on December 23, 2020, 239,125 private warrants were exercised on a cashless basis by their holders and exchanged for 156,505 of the Company’s shares.

As of January 3, 2021, the warrant holders had redeemed all of the outstanding warrants and purchase option of units and the Company recognized a loss for the increase in the fair value of the warrants of Ps. 851,520, which is recognized under the heading “Loss in valuation of warrants” in the consolidated and combined statement of profit or loss.