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

Derivative Financial Instruments

v3.23.1
Derivative Financial Instruments
12 Months Ended
Dec. 31, 2022
Disclosure Of Derivative Financial Instruments Text Block Abstract  
Derivative financial instruments
19. Derivative financial instruments

 

19.1 Interest rate and exchange rate derivatives

 

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

 

For 2021 and 2020 periods, in relation 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 16.

 

The details of the derivative financial instrument contracts entered into by the Group as of December 31, 2022, December 31, 2021 and January 3, 2021, are as follows:

 

As of December 31, 2022

 

Instrument   Notional
amount in
thousands
    Fair Value     Average
Strike
Ps./US$
  Maturity date
Forwards US Dollar / Mexican Peso   US$ 41,750     Ps. 15,329     20.31   Weekly, through August 2023
Total Liabilities           Ps. 15,329          

 

As of December 31, 2021

 

Instrument   Notional
amount in
thousands
    Fair Value     Average
Strike
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

 

Instrument   Notional
amount in
thousands
  Fair Value     Contract
date
  Maturity
date
  Rate received   Rate 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          

 

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

 

The impacts in profit or (loss) of the derivative financial instruments for the periods of 2022, 2021 and 2020 amounted to (loss) / gain of Ps.(43,522), Ps.330,315 and Ps.(287,985), respectively, which is included in the consolidated statements of comprehensive income in the line item of “unrealized (loss) gain in valuation of derivative financial instruments.”

 

19.2 Warrants

 

As part of the merger with DD3 as disclosed in note 1.h, 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. Betterware registered the warrants to be traded on OTC Markets, which had an observable fair value.

 

During July and August 2020, the Group repurchased 1,573,88 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.

 

In addition, on October 8, 2020 and as part of the terms of the warrant agreement, Betterware 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 Betterware’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 Betterware 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 Betterware’s shares.

 

As of January 3, 2021, the warrant holders had redeemed all of the outstanding warrants and purchase option of units and Betterware 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 statement of profit or loss.