FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

More documents

Recommendations

Info

In our opinion, based on our audits and the report of the other auditors, except for the effect of such adjustments, if any, as might have been determined to be necessary had we been able to audit the inventories balance as of December 31, 2011 and certain contingencies as mentioned above, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grupo Casa Saba, S.A.B. de C.V. and Subsidiaries as of December 31, 2011 and 2010, and the results of their operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2011, in conformity with financial reporting standards applicable in Mexico. We also have audited the adjustments described in Note 3 a) to the accompanying consolidated of the Group financial statements that were applied to restate the 2010 consolidated financial statements of FASA and its applicable period in that year, as well as its impact on prior periods to correct certain accounting error of FASA. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2010 consolidated financial statements of FASA other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on those 2010 financial statements taken as a whole. Mexican Financial Reporting Standards (Mexican FRS) vary in certain material respects to accounting principles generally accepted in the United States of America (U.S. GAAP). A summary of these differences and a partial reconciliation of consolidated net income for each of the three years in the period ended December 31, 2011 and consolidated stockholders’ equity as of December 31, 2011 and 2010 from Mexican FRS to U.S. GAAP, as permitted by Form 20-F of the Securities and Exchange Commission of the United States of America, are set forth in Notes 22 and 23. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the Group’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 15, 2012 expressed an adverse opinion on the effectiveness of the Group’s internal control over financial reporting. Salles, Sainz-Grant Thornton, S.C. Mexico City, Mexico May 15, 2012 F-6
Table of Contents Grupo Casa Saba, S.A.B. de C.V. and Subsidiaries Consolidated balance sheets (Amounts stated in thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($)) AS OF DECEMBER 31, Convenience translation AS OF DECEMBER 31, 2010 Notes 2011 (Restated) 2011 Notes 2011 Convenience translation 2010 (Restated) 2011 CURRENT ASSETS: Cash and cash equivalents (3.g) Ps. 2,310,401 Ps. 1,235,679 $ 165,280 Trade receivables less allowance for doubtful accounts (3.k and 4) 5,381,006 6,920,413 384,943 Other accounts receivable ( 5 ) 2,481,587 1,387,026 177,526 (3.l and 622,732 Inventories, net 6) 8,704,979 8,526,201 (3.h and 15,170 Other current assets 7) 212,057 167,313 Current assets of discontinued 28,620 operations 400,067 457,561 CURRENT LIABILITIES: Short-term debt including current maturity of long-term debt ( 12 ) Ps. 3,050,826 Ps. 9,195,340 $ 218,248 Trade accounts payable 8,848,790 9,288,781 633,020 Other payables and accrued liabilities ( 13 ) 2,843,067 2,573,111 203,386 Current assets of discontinued operations (1.c) 473,663 608,671 33,885 Total current liabilities 15,216,346 21,665,903 1,088,539 Total current assets 19,490,097 18,694,193 1,394,271 NONCURRENT LIABILITIES: Long - term debt ( 12 ) 9,505,715 2,289,346 680,014 Employee benefits (3.q) 209,084 168,261 14,957 NONCURRENT ASSETS: Other payables 54,355 105,744 3,888 Property and equipment, net (3.m and 9) 3,406,855 3,534,551 243,718 Long-term liabilities of discontinued operations (1.c) 792 609 57 Total noncurrent liabilities 9,769,946 2,563,960 698,916 Investment in associates (3.c) 55,180 51,177 3,947 Total liabilities 24,986,292 24,229,863 1,787,455 Other assets, net 192,456 224,688 13,768 STOCKHOLDERS' EQUITY: Controlling interest: Capital stock ( 16 ) 1,123,764 1,123,764 80,391 Premium on stock sold 869,878 869,878 62,229 Goodwill, intangible assets, and deferred charges, net (3.n and 10) 8,239,864 8,128,244 589,459 Reserve for share repurchases ( 16 ) 1,062,201 1,062,201 75,987 Retained earnings 3,807,354 3,734,715 272,368 Accumulated translation effect (3.f) 88,829 140,895 6,355 Noncurrent assets of discontinued operations (1.c) 709,607 679,858 50,763 Total noncurrent assets 12,603,962 12,618,518 901,655 Total controlling interest 6,952,026 6,931,453 497,330 Noncontrolling interest 155,741 151,395 11,141 Total stockholders' equity 7,107,767 7,082,848 508,471 Total assets Ps. 32,094,059 Ps. 31,312,711 $ 2,295,926 Total liabilities and stockholders' equity Ps. 32,094,059 Ps. 31,312,711 $ 2,295,926 The accompanying notes are an integral part of these consolidated financial statements F-7
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
TABLE OF CONTENTS PART I Item 1. Id
Page 5 and 6:
Table of Contents We caution you th
Page 7 and 8:
Table of Contents Year ended Decemb
Page 9 and 10:
Table of Contents To the extent tha
Page 11 and 12:
Table of Contents We Provide Remote
Page 13 and 14:
Table of Contents We Are a Holding
Page 15 and 16:
Table of Contents Today, the market
Page 17 and 18:
Table of Contents Any future deprec
Page 19 and 20:
Table of Contents Risk Factors Rela
Page 21 and 22:
Table of Contents In August 2009, A
Page 23 and 24:
Table of Contents In April of 2008,
Page 25 and 26:
Table of Contents The Acquisition h
Page 27 and 28:
Table of Contents On September 19,
Page 29 and 30:
Table of Contents On September 19,
Page 31 and 32:
Table of Contents At our annual gen
Page 33 and 34:
Table of Contents We distribute the
Page 35 and 36:
Table of Contents In our stores, we
Page 37 and 38:
Table of Contents Prior to 2008, th
Page 39 and 40:
Table of Contents In 2011, we conti
Page 41 and 42:
Table of Contents To better serve s
Page 43 and 44:
Table of Contents ● Mexsana talcu
Page 45 and 46:
Table of Contents Payments and Coll
Page 47 and 48:
Table of Contents Information Techn
Page 49 and 50:
Table of Contents In addition to th
Page 51 and 52:
Table of Contents (3) In Mexico, ph
Page 53 and 54:
Table of Contents (4) To calculate
Page 55 and 56:
Table of Contents We also offer our
Page 57 and 58:
Table of Contents The devaluation o
Page 59 and 60:
Table of Contents (****) Associates
Page 61 and 62:
Table of Contents In January 2009 w
Page 63 and 64:
Table of Contents In our Retail Pha
Page 65 and 66:
Table of Contents Inflation and Int
Page 67 and 68:
Table of Contents With the acquisit
Page 69 and 70:
Table of Contents Results of Operat
Page 71 and 72:
Table of Contents Net Income. The G
Page 73 and 74:
Table of Contents On March 25, 2010
Page 75 and 76:
Table of Contents Grupo Casa Saba i
Page 77 and 78:
Table of Contents In the event that
Page 79 and 80:
Table of Contents Grupo Casa Saba h
Page 81 and 82:
Table of Contents Prior to the noti
Page 83 and 84:
Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: Table of Contents As of the transit
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
Page 101 and 102: Table of Contents Significant Chang
Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
Page 107 and 108: Table of Contents ● ● ● ●
Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
Page 113 and 114: Table of Contents We are organized
Page 115 and 116: Table of Contents Ownership by non-
Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: Table of Contents During the review
Page 127 and 128: Table of Contents Since we are Mexi
Page 129 and 130: Table of Contents PART III Item 17.
Page 131 and 132: Table of Contents INDEX TO CONSOLID
Page 133 and 134: Table of Contents REPORT OF INDEPEN
Page 135: Table of Contents ATTESTATION REPOR
Page 139 and 140: Table of Contents Grupo Casa Saba,
Page 141 and 142: Table of Contents NOTES TO THE CONS
Page 143 and 144: Table of Contents a) Through an ass
Page 145 and 146: Table of Contents Proforma condense
Page 147 and 148: Table of Contents 3. Significant ac
Page 149 and 150: Table of Contents The errors accoun
Page 151 and 152: Table of Contents Investments in as
Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156: Table of Contents The Company recog
Page 157 and 158: Table of Contents The Group has cre
Page 159 and 160: Table of Contents In addition, the
Page 161 and 162: Table of Contents Foreign currency
Page 163 and 164: Table of Contents 8. Derivative fin
Page 165 and 166: Table of Contents 10. Goodwill, int
Page 167 and 168: Table of Contents At December 31, 2
Page 169 and 170: Table of Contents On January 25 and
Page 171 and 172: Table of Contents 13. Other payable
Page 173 and 174: Table of Contents 15. Foreign curre
Page 175 and 176: Table of Contents On December 18, 2
Page 177 and 178: Table of Contents c) Tax loss carry
Page 179 and 180: Table of Contents All significant t
Page 181 and 182: Table of Contents On December 7, 20
Page 183 and 184: Table of Contents ● ● For real
Page 185 and 186: Table of Contents 22. Differences b
Page 187 and 188:
Table of Contents ii) For Mexican F
Page 189 and 190:
Table of Contents At December 31, 2
Page 191 and 192:
Table of Contents 23. Reconciliatio
Page 193 and 194:
Table of Contents 24. Supplementary
Page 195 and 196:
Table of Contents g) Quantitative a
Page 197 and 198:
Table of Contents ● In October 20
Page 199 and 200:
Table of Contents Page Representati
Page 201 and 202:
CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204:
(k) To the best of its knowledge, F
Page 205 and 206:
(aa) Any and all funds used by it t
Page 207 and 208:
“Authorized Officer” shall mean
Page 209 and 210:
“Drawdown” shall mean each draw
Page 211 and 212:
“Interest Payment Date” has the
Page 213 and 214:
“Share Pledge Agreement” shall
Page 215 and 216:
(g) The Lenders shall credit the am
Page 217 and 218:
(e) If the Borrower defaults with a
Page 219 and 220:
(iii) concurrently with the deliver
Page 221 and 222:
(j) Maintenance of Property. The Bo
Page 223 and 224:
(ii) To the extent permitted by the
Page 225 and 226:
(ii) date thereof; Liens imposed by
Page 227 and 228:
ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230:
(xxii) neither the execution of the
Page 231 and 232:
(i) Insolvency. (i) If the Borrower
Page 233 and 234:
(b) If as a result of the amendment
Page 235 and 236:
(B) The Chilean Collateral Agent. (
Page 237 and 238:
(iii) Neither the Chilean Collatera
Page 239 and 240:
(h) Effective Term. Unless revoked
Page 241 and 242:
(c) effective. Absent written notic
Page 243 and 244:
This Credit Agreement is executed i
Page 245 and 246:
The Chilean Collateral Agent: HSBC
Page 247 and 248:
(c) If the Central Bank of Mexico s
Page 249 and 250:
Joint and Several Obligations. (a)
Page 251 and 252:
(k) Material Adverse Effect. If the
Page 253 and 254:
Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256:
(6) defend, at its own cost and exp
Page 257 and 258:
(5) the balance remaining after the
Page 259 and 260:
In addition, articles Three, Four a
Page 261 and 262:
(j) deliver, within five (5) days f
Page 263 and 264:
Governing Law and Jurisdiction. Thi
Page 265 and 266:
Servicios Corporativos Doctorgen, S
Page 267 and 268:
Exhibit 12.2 CERTIFICATION I, Juan
show all

FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?