Grupo Televisa(US:TV)2023-04-28 20:25Financial Instruments and Risk Management - The company has entered into financial instruments to hedge against Peso depreciation and reduce exposure to inflation and high interest rates[539]. Financial Reporting Standards - The consolidated financial information for the years ended December 31, 2022, 2021, and 2020 was prepared in accordance with IFRS[540]. - Management does not expect the new IFRS standards effective from January 1, 2023, to have a material impact on consolidated financial statements[541]. - IFRS 17, effective January 1, 2023, establishes principles for the recognition, measurement, presentation, and disclosures of insurance contracts[545]. - Amendments to IAS 1 regarding the classification of liabilities as current or non-current are effective from January 1, 2023[546]. - The amendments to IFRS 16 regarding lease liability in a sale and leaseback transaction will be effective from January 1, 2024[552]. - Amendments to IAS 1 regarding non-current liabilities with covenants will be effective from January 1, 2024[553]. Impairment and Asset Valuation - The company recorded impairment adjustments for indefinite-lived intangible assets related to its Publishing business during 2022 and 2021[562]. - Long-lived assets are tested for impairment whenever events indicate that the carrying value may no longer be recoverable[563]. - The company has not recorded any significant impairment charges during the years presented[563]. - The impairment test for goodwill involves comparing the estimated fair value of reporting units to their carrying amounts, utilizing significant unobservable inputs (Level 3) within the fair value hierarchy[579]. Cash Flow and Financial Position - Net cash provided by operating activities for the year ended December 31, 2022, was Ps. 12,467.6 million, compared to Ps. 29,324.2 million in 2021[584][588]. - The company reported a net increase in cash and cash equivalents of Ps. 25,302.8 million for the year ended December 31, 2022, reversing a net decrease of Ps. 3,229.9 million in 2021[583][587]. - Net cash used in investing activities for the year ended December 31, 2022, was Ps. 42,704.9 million, primarily from proceeds of Ps. 66,095.5 million from the disposition of discontinued operations[585]. - Net cash used in financing activities for the year ended December 31, 2022, amounted to Ps. 29,769.3 million, mainly for interest payments of Ps. 8,893.0 million and prepayment of long-term loans of Ps. 6,000.0 million[586]. - The company anticipates generating sufficient cash to satisfy its long-term liquidity needs, relying on cash on hand, operating revenues, and borrowings[582]. Debt and Financing - The company entered into long-term debt agreements with two Mexican banks totaling Ps.5,500 million, with maturities between 2021 and 2023, and an interest rate range of 7.0% to 7.13%[593]. - As of December 31, 2022, the consolidated long-term debt amounted to Ps.104,240.6 million, down from Ps.121,685.7 million in 2021[604]. - The company has a total debt of Ps.106,235.4 million as of December 31, 2022, with a current portion of long-term debt of Ps.1,000 million[609]. - The company executed a revolving credit facility for up to Ps.1,000 million, maturing in 2028, to be used for general corporate purposes[606]. - The company completed a tender offer for U.S.$292.0 million of Senior Notes, with total consideration paid amounting to U.S.$294.8 million[603]. - The Company has lease liabilities recognized under IFRS 16 amounting to Ps.4,953.6 million as of December 31, 2022[620]. Board of Directors and Governance - The Board of Directors consists of 20 members, with at least 25% required to be independent directors under Mexican law[639]. - Directors are elected annually, with the latest elections held on April 26, 2023, where eleven directors were elected by Series "A" shareholders and five by Series "B" shareholders[640]. - A quorum for Board meetings requires at least 50% of directors present, increasing to 75% for meetings regarding significant acquisitions[641]. - The Board must meet at least quarterly, and meetings can be called by the Chairman or a minimum of 25% of Board members[642]. - The Board is responsible for approving the company's general strategy and key executive appointments[643]. - Directors have a duty of care and loyalty, requiring them to act in the best interests of the company and maintain confidentiality[645][646]. Compensation and Employee Matters - For the year ended December 31, 2022, the aggregate compensation paid to directors, alternate directors, and officers was approximately Ps.963.3 million (U.S.$49.5 million) using the Interbank Rate[662]. - Stockholders approved a compensation plan on April 26, 2023, allowing directors to receive U.S.$15,000 per meeting attended or an annual award equivalent to U.S.$150,000 in CPOs[663]. - As of December 31, 2022, contributions to pension and seniority premium plans for directors and officers amounted to Ps.64.0 million, with projected benefit obligations of approximately Ps.178.3 million[664]. - The company has a deferred compensation plan for certain officers of the Cable Division, with an annual cost of approximately U.S.$20 million if targets are fully met[671]. - Performance bonuses for officers are based on a mix of financial and operational objectives, with potential payouts reaching up to 120% of the target bonus if exceeded[668]. - As of December 31, 2022, the total number of employees decreased to 37,374 from 46,786 in 2021, representing a reduction of approximately 20%[690]. Transactions and Strategic Initiatives - The company disposed of its former Content business on January 31, 2022, as part of the TelevisaUnivision Transaction[623]. - The TelevisaUnivision Transaction resulted in a contribution of the former Content business for a total consideration of $4.5 billion, including $3.0 billion in cash and $1.5 billion in common and preferred shares[702]. - Following the TelevisaUnivision Transaction, the company holds a 44% equity interest in TelevisaUnivision on an as-converted basis[702]. - The company has engaged Allen & Company for advisory services related to strategic transactions, with two directors also serving as directors of Allen & Company[713].